There are a number of reasons you might need to change your Oregon 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 Oregon 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 Oregon has certain requirements for changing your LLC’s registered agent. There are two places that you can make this change: on an Information Change form or on your Annual Report. Information Change forms can be filed anytime, but Annual Reports are due once a year by the anniversary of your LLC’s formation.
The Oregon Secretary of State has one webpage devoted solely to registered agent information, and another one making entity changes, so they’ve got you covered.
You can’t pick just anyone to be a registered agent for your LLC. The state of Oregon 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 Oregon must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Oregon
Your new registered agent might be ready to take on fresh responsibilities, but you’ll need to get their name on record first. The most common method to make this change is by using the Secretary of State’s Information Change form. This is an all-in-one form that Oregon business entities can use to make any changes, from addresses to managers to, of course, registered agents. The best part? It’s free to file!
Download the form and complete the appropriate sections. You can use a PDF viewer like Adobe Acrobat to type your information, or you hand write it (using only black ink). When finished, send it off to:
Secretary of State – Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
Live near Salem? Want to get out for some fresh air? You can drop your form off in person to the same address
As mentioned above, you’re also allowed to change your registered agent on your Annual Report, which is due by the anniversary of your LLC’s formation each year. Since you need to file your Annual Report every year anyway, this is a good way to cut down on paperwork. Annual Reports can be submitted online or by mail. Find detailed instructions 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? That’s all you need to do! You should see the new registered agent reflected on your records soon. The Secretary of State’s Business homepage has a regularly-updated section for filing waiting times. Check it every so often to see when your form will be processed.
Think of your registered agent as a mediator between you and the state of Oregon, 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 Oregon 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 an Oregon 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 Oregon 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 Oregon 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 Oregon 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.
Oregon state law (ORS 554.086) requires that you inform your LLC of your resignation at the same time or before you file your official resignation document with the Secretary of State. While it’s not required, it’s often beneficial to everyone involved if you give advanced notice rather than right when you file with the Secretary of State. This will give your LLC ample time to plan for a registered agent change and avoid potential penalties.
It also helps the change happen quicker on your end. After your resignation is processed, you retain your registered agent duties for 30 days unless your LLC appoints a replacement sooner. If the LLC has enough time to get a new agent lined up, it will reduce the amount of time you need to continue your duties.
Your mind might be on your next business or project, but before moving on, you need to submit your formal resignation to the Oregon Secretary of State. There is no official form, so you’ll need to create your own. It must be typewritten and include the following information:
That wasn’t so bad. And what’s even better is that there’s no filing fee, so put your checkbook away – you won’t need it. Now you’re ready to resign. Mail or hand-deliver your statement to:
Oregon Secretary of State
Public Service Building
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
If you prefer to fax, you may also send it to (503) 378-4381.
The Secretary of State keeps continuously-updated processing times available on its Business homepage. Typically, it takes 5-7 days to process a submission. As mentioned earlier, your resignation will take effect 30 days after it’s processed unless your LLC appoints 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. Your LLC will receive a notice from the state as soon as your resignation takes effect. At that point, it has 45 additional days to change its registered agent, or it will be administratively dissolved and unable to conduct further business in Oregon.
As a reminder, any agent the LLC appoints has to meet Oregon’s registered agent requirements. They must:
An LLC is allowed to designate one of its individual members as its registered agent, but sometimes it’s easier 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 Oregon 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 Oregon 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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