This guide will outline what you need to know about changing a registered agent in Tennessee and how to get started when you’re ready.
You formed your Tennessee LLC. You did the paperwork. You started operating your business.
And now, for one reason or another, you need to change your registered agent. No worries, we’ve got you covered.
There are a number of reasons you might need to change your Tennessee 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 Tennessee 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 Tennessee has certain requirements for changing your LLC’s registered agent. Any business entity registered and operating in Tennessee can change its registered agent by filing online or mailing a Change of Registered Agent/Office form (SS-4534). These forms can be filed by the business entity or the registered agent.
The change form itself has a thorough description of registered agent change procedures, as does the e-filing site.
You can’t pick just anyone to be a registered agent for your LLC. The state of Tennessee 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 Tennessee must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Tennessee
Your new registered agent might be ready for action, but they can’t begin their duties until you’ve formally filed for your agent change. The Secretary of State’s office accepts both electronic and paper filings.
Filing online is often the quicker option. Begin your online form on this page. After you click the “Start Now!” button, you’ll be asked for your Secretary of State control number, used to identify your business. From there, follow the onscreen instructions the rest of the way. The fee for filing online is $20 (plus a $2.50 service charge). If you’d rather not pay the $22.50 online filing fee with a credit card, you can print the completed form and mail it in with a check.
Or, you can fill out the form completely on paper by downloading it here. Page 2 contains detailed instructions for you to follow. After you’ve finished, mail it, with a check for $20 (made out to “Tennessee Secretary of State”), to:
Tennessee Secretary of State
ATTN: Corporate Filing
312 Rosa L. Parks Ave FL 6
Nashville TN 37243
You’re also welcome to drop off the form in person if you live in Nashville.
These are the only methods for changing your registered agent in Tennessee. You may not make the change on your Annual Report or by updating your Articles of Organization.
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? That’s all you have to do! You should see your change on file soon.
Think of your registered agent as a mediator between you and the state of Tennessee, 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 Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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.
Before getting your office resignation underway, you must send a copy of your official resignation, by certified mail, to your LLC (Tennessee LLC Act § 48-249-111). This serves multiple purposes. It allows the LLC more time to plan its registered agent change and develop a transition plan, thereby avoiding potential penalties. And on your end, if the LLC has the time to line up a replacement, it will help you hand off your responsibilities sooner.
When filing your formal resignation with the Secretary of State, you will need to confirm that notice has been sent to your LLC.
Informing your LLC is an essential part of the process, but it’s not the one that officially sets your resignation in motion. To do that, you must submit the official registered agent resignation document to the Secretary of State. Find this form on the S.O.S. Limited Liability Companies page.
Got the form? Time to complete it. You can use a PDF editor (like Adobe Acrobat) or dark ink to fill in the following information:
There is a $20 filing fee to resign, and you can pay it with a check made payable to “Tennessee Secretary of State.” Include the payment with your document and mail them to:
Department of State
312 Rosa L. Parks Ave.
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243
Live in Nashville? Feel free to drop off your form and payment in person instead.
As soon as your filing is processed, your name will be off the books and you’ll no longer be responsible for your registered agent duties. By this point, your LLC should have a replacement ready to go.
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. Any Tennessee business that goes more than 60 days without a valid registered agent on file will have its charter revoked. So, after you submit your resignation, your former LLC must appoint your replacement within two months.
Whoever the LLC brings on as its new agent must meet Tennessee’s registered agent requirements, which means they must:
In Tennessee, an LLC can be its own registered agent, as can one of its individual members. But it can save time and reduce stress 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 Tennessee 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 Tennessee 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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