There are a number of reasons you might need to change your Rhode Island 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 Rhode Island 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 Rhode Island has certain requirements for changing your LLC’s resident agent. The Department of State website doesn’t provide a whole lot of information on resident agents and/or how to change them. But if you dig into the state’s LLC Act, you’ll find some helpful material (specifically in Section 7-16-11).
As an overview, it states that any business entity wishing to change its resident agent must file the necessary form with the Secretary of State, and it must include the LLC name, the former resident agent name/address, and the new resident agent name/address.
You can’t pick just anyone to be a resident agent for your LLC. The state of Rhode Island puts certain restrictions on who can serve as one. If you’re choosing or changing your resident agent, keep these requirements in mind. The resident agent in Rhode Island must:
* If your resident agent is a foreign business entity, it must be authorized to transact business in Rhode Island
You may have your LLC ready to make the transition between resident agents, but first, you need to make the change official. Do this by filing a “Change of Resident Agent” form either online or by mail. To access both options, head over to the Secretary of State’s Business Forms page and select either RI Limited Liability Company or Foreign Limited Liability Company (depending on which you are). You’ll be directed to a list of LLC forms, including the Change of Resident Agent. Next to each form is two options: “Download” or “File Online.” Here’s the fork in the road. Choose one to continue.
If you select “File Online,” it will direct you to the Online Filing System, where you’ll need to enter your Customer Identification Number and PIN. From there, you can follow the directions to complete your form.
If you pick “Download,” the Statement of Change of Agent form will appear. You can then download and complete it. You’ll need to include the name and address for both the new and old resident agents. Follow the instructions on page one to complete it. When you’re done, mail it off to:
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
If you live near Providence and need to get out of the office, you can drop it off in person at the same address.
There is a $20 filing fee no matter how you submit your form. You can pay with a card online, with a check by mail, and with a card, check, or cash in person. If using a check, make it payable to “Rhode Island Department of State.”
Some states allow businesses to change their resident agents on their Annual Reports or Articles of Organization, but in Rhode Island, you must use the specific resident agent change form.
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? Then you’re all set! You should see your new resident agent on file soon.
Think of your resident agent as a mediator between you and the state of Rhode Island, the person or business entity that handles some of your most important paperwork.
In case you thought the resident agent was just a formality, look at the documents they handle:
A lot of important stuff. Which is why a reliable resident agent is essential to every Rhode Island business owner.
By handling high-priority and sensitive documents on your behalf, your resident agent takes care of your communications with the state, so you can spend more time building your business.
Plus, if you operate a Rhode Island small business from out of state, a trustworthy resident 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 Rhode Island resident agent, consider using a resident agent service. These companies provide you a reliable, professional resident 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 Rhode Island 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 Rhode Island 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.
Because resident agents are so crucial to their LLCs, Rhode Island state law (Section 7-16-11) mandates that you give your company ample time to find a replacement. This means informing them before submitting your formal resignation to the Department of State. In doing so, you’re allowing the LLC more time to plan for a resident agent change and facilitate a smooth transition.
It will help you pass along your responsibilities sooner too. After your resignation is processed, you remain the resident agent for 30 days unless the LLC appoints your replacement sooner. If they already have someone lined up, you’ll be moving on sooner.
After you’ve delivered notice to the LLC, it’s time to file your resignation with the state, which will officially take your name off the books. There is no official resignation form so you will need to create your own. But don’t worry, there are only a few pieces of information you need to include. They are:
Technically, there’s no fee to submit a resignation. However, the Department of State charges a $10 processing fee for any form that isn’t listed on their website, so it will cost you $10, payable by check (made out to “Rhode Island Department of State”) by mail and cash, credit card, or check in person. Then, mail or hand-deliver your resignation and payment to:
Divisions of Business Services
148 W. River St.
Providence, RI 02904-2615
Typically, the Department of State will process your submission within two business days. As mentioned earlier, your resignation will take effect 30 days after being processed, unless your LLC brings on a new agent sooner.
When you put down your resident 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 resident agent coverage can result in severe penalties. After filing your resignation and waiting the requisite 30 days, your name will be cleared from the LLC’s file. At that point, if they haven’t appointed a new agent, they have 30 days to do so, or the state will administratively dissolve the company.
No matter who the LLC appoints as your replacement, that person or entity must meet Rhode Island’s resident agent requirements, meaning they must:
An LLC is allowed to appoint one of its individual members as its resident agent, but sometimes hiring a professional service instead will save time and stress.
We recommend using a resident agent service, which can take over resident agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Rhode Island 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 Rhode Island 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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