There are a number of reasons you might need to change your North Dakota LLC’s registered agent. Maybe your designated registered agent moved out of state, left the company, or no longer wants the responsibility. Maybe you had assigned the job to yourself, and you no longer want your address on public record. Maybe (hopefully) your business has expanded so much that you no longer have time to handle the registered agent responsibilities.
Whatever your reason may be, changing a registered agent in North Dakota might seem like a daunting task, with a mountain of paperwork and legal proceedings involved. However it’s actually quite simple, and this guide will help make the process quick and painless.
The state of North Dakota has certain requirements for changing your LLC’s registered agent. Any business entity operating in North Dakota can change its commercial or noncommercial registered agent by submitting a “Commercial or Noncommercial Statement of Change” form to the Secretary of State’s office. This form requires information on the LLC and the new registered agent.
There’s an LLC FAQ section on the Secretary of State’s website that gives a good general overview of registered agents, and a deeper dive into the registered agent change process in North Dakota Century Code 10-01.1-08. For registered agent forms and other information, check out the designated registered agent page.
You can’t pick just anyone to be a registered agent for your LLC. The state of North Dakota puts certain restrictions on who can serve as one. If you’re choosing or changing your registered agent, keep these requirements in mind. The registered agent in North Dakota must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in North Dakota
When you’re ready to change your registered agent, navigate to the Secretary of State’s registered agents page and, at the bottom, you’ll find the “Commercial or Noncommercial Registered Agent Statement of Change” form. Here’s the information you’ll need to fill it out:
There’s a $10 fee to change your registered agent and you can pay it by check (made payable to “Secretary of State”) or card. For card payments, there’s a space for your card information at the bottom of the form.
All finished? Mail your Statement of Change and payment to:
Secretary of State
State of North Dakota
600 E Boulevard Avenue, Dept. 108
PO Box 5513
Bismarck ND 58506-5513
You can also fax your document to (701) 328-0106, although this will not expedite the process.
Your other option is using FirstStop, the Secretary of State’s new online filing system, to file an amendment to your Articles of Organization. Find FirstStop video tutorials here.
If you’re too busy, or if you’d feel more comfortable letting someone else take the reins, you have the option of hiring a company or individual to file your paperwork for you. It’s a great way to save time and stress.
Submit your form? Pay your fee? All that’s left to do is wait. Processing time for the Secretary of State’s office can take up to four weeks and, unfortunately, there are no options for expedited service.
Think of your registered agent as a mediator between you and the state of North Dakota, the person or business entity that handles some of your most important paperwork.
In case you thought the registered agent was just a formality, look at the documents they handle:
A lot of important stuff. Which is why a reliable registered agent is essential to every North Dakota business owner.
By handling high-priority and sensitive documents on your behalf, your registered agent takes care of your communications with the state, so you can spend more time building your business.
Plus, if you operate a North Dakota small business from out of state, a trustworthy registered agent is especially important, as the state requires a local contact for your LLC. Having this contact ensures your company will receive and respond to time-sensitive documents, so you won’t miss filings and get hit with penalties.
If you’re unsure where to find a good North Dakota registered agent, consider using a registered agent service. These companies provide you a reliable, professional registered agent so you can have peace of mind knowing you won’t ever miss a filing, tax deadline, or state correspondence.
Sure, you can jump online, search “registered agent service,” and get a ton of results. But the truth is that not all of these services are trustworthy. So, we’ve done some research for you. If you want to know you’re getting a top-quality registered agent, take a look at our comparison guide on the best rated registered agent services. Many of these providers can also form an LLC for you if you’re needing a fresh start. ZenBusiness is a very well known option.
There are numerous reasons you might need to give up your North Dakota registered agent role, but only one way to resign.
Registered agents play an important role in the life of an LLC, handling sensitive legal and tax documents, so it’s essential that agents follow proper resignation procedures. Otherwise, you could leave your company with unplanned fines or penalties, and you could be individually liable.
Fortunately, for North Dakota LLCs it is easy.
Follow these steps and the hardest part of your resignation won’t be the process itself, it’ll be saying “so long” to your former business.
The North Dakota Secretary of State doesn’t require you to inform your LLC before submitting a formal resignation. You only need to contact the company after submitting your official “Registered Agent Resignation” form. That said, it can be beneficial for all parties if you reach out in advance. By notifying your LLC beforehand, you’re giving them plenty of time to plan a change of registered agent and avoid potential penalties.
On your end, a smoother, quicker transition allows you to pass off your responsibilities sooner. After the state processes your resignation, you remain on file as the registered agent for 31 days unless the company appoints a replacement sooner. The quicker they can replace you, the sooner you can move on to your next project.
As for the state-mandated part of the process, it’s pretty simple. All you need to do is complete a “Registered Agent Resignation” form and submit it to the Secretary of State via mail or fax. You can find this form on Business Forms webpage.
Got the form? Time to fill it out. There are detailed instructions on the form’s second page, but in summary, here’s the information required:
There’s no filing fee for the Registered Agent Resignation form, so you can stash your checkbook for now. When you’re ready, submit the form via mail or fax. For postal mail, send it to:
Secretary of State
State of North Dakota
600 E Boulevard Ave, Dept 108
P.O. Box 5513
Bismarck, ND 58506-5513
You’re also welcome to fax it to (701) 328-0106.
And that’s it! But your resignation won’t take effect immediately. As mentioned above, you will retain your registered agent duties for 31 days after the form is processed unless your LLC brings on a replacement sooner.
When you put down your registered agent responsibilities, someone else has to pick them up, or your LLC will lose its good standing with the state. Help your LLC keep its momentum by carefully planning your transition.
This starts with finding a successor who’s ready to take over right away. Even a small gap in registered agent coverage can result in severe penalties. After the 31-day grace period ends and your resignation takes effect, the LLC has 30 more days to appoint a successor. Any North Dakota business entity that goes more than 30 days without a valid registered agent on file can be administratively dissolved.
As a reminder, whomever the company nominates as its new agent must meet North Dakota’s registered agent requirements. They must:
While North Dakota allows businesses to appoint their individual members to registered agent roles, sometimes it’s easier and more efficient to outsource those responsibilities to a professional service.
We recommend using a registered agent service, which can take over registered agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your North Dakota LLC. You’re essentially the shield that protects it from fines, the filter that catches important documents, the conductor that keeps it on track with compliance.
Because you play such an important role, it’s crucial that you follow the resignation procedures exactly — and potentially provide a replacement agent for the business. Otherwise, you might find yourself and your LLC in hot water.
Follow this guide and you’ll be totally fine. Soon, you’ll be on to your next project, whether that’s starting a new business in North Dakota or something completely different.
If you need a fresh start and would like to form a brand new LLC, there are plenty of services that can take care of this for you. ZenBusiness and LegalZoom are two very popular options.
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