This guide will outline what you need to know about changing a registered agent in Texas and how to get started when you’re ready.
You formed your Texas 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 Texas 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 Texas 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 Texas has certain requirements for changing your LLC’s registered agent. All business entities operating in Texas are required by law to maintain a registered agent on file at all times. In order to change its agent, a business entity must file Form 401 with the Secretary of State’s. Additionally, the new registered agent is required to have consented to the appointment, although this consent does not need to be submitted with the form.
Read more about these requirements, along with other registered agent information, on the Secretary of State’s Registered Agent FAQ page and in Section 5.205 of the Texas Statutes.
You can’t pick just anyone to be a registered agent for your LLC. The state of Texas 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 Texas must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Texas
Let’s get this registered agent change underway. You can make it happen on SOSDirect, the Secretary of State’s online filing system, or by submitting Form 401: Statement of Change of Registered Office/Agent.
We’ll start with online. It’s a pretty straightforward process. Head over the the SOSDirect portal and click “Enter Site” at the bottom of the page. On the following page, you’ll need to log in or create an account. From there, select the change to registered agent/office form and let the system guide you through the process.
Going with a paper form? Glance it over and you’ll see extensive directions on pages 1-3. When you’ve completed it, you can submit it via mail, fax, or in person.
All submission options require a $15 fee, which you can pay by card, check, or money order. Checks and money orders should be made payable to “Secretary of State.”
For mail, send your form and payment to P.O. Box 13697, Austin, Texas 78711-3697.
Or fax it to (512) 463-5709. Faxed documents must include a completed copy of Form 807 to process payment information.
If you’re local to Austin and would like to hand-deliver your materials, take them to the James Earl Rudder Office Building at 1019 Brazos St., Austin, Texas 78701.
Texas doesn’t require LLCs to file annual reports, so you can’t make your registered agent change there like you can in some states. Nor are you allowed to make this change by amending your Certificate of Formation.
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 good to go! Just kick back and wait for your new registered agent to show up on file.
Think of your registered agent as a mediator between you and the state of Texas, 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 Texas 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 Texas 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 Texas 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 Texas 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 Texas 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 first step in your resignation process is breaking the news to your LLC. The Texas Business Organizations Code, Section 5.204 says that a registered agent must send notice to the business entity prior to submitting a formal resignation with the Secretary of State. This is to ensure that the LLC has enough time to plan its registered agent change and avoid potential penalties. With extra time to develop a succession plan, the LLC can facilitate a smooth and quick transition as you pass off your responsibilities to your replacement.
Alright, you’ve sent written notice to your LLC. Now you must submit your resignation to the Secretary of State within 11 days. The clock is ticking! So go to the S.O.S business forms page and download a “Statement of Resignation of Registered Agent.”
Fill out the form using a PDF editor like Adobe Acrobat or dark ink. Here’s the information it requires:
Finished? You’ll need to submit two copies to the Secretary of State. There’s no filing fee, so no payment is required. You can deliver your documents via mail, fax or in person.
Mail: Send your documents to P.O. Box 13697, Austin, TX 78711-3697
Fax: Send your documents to (512) 463-5709
In-person: Hand deliver your documents to the James Earl Rudder Office Building at 1019 Brazos, Austin, Texas 78701
Standard processing time for the Secretary of State’s office is 5-7 business days, but if you’re in a hurry, you can request next-day expedited processing for $25. After your resignation is processed, you’ll remain on file as the LLC’s registered agent for 30 days unless the company appoints a replacement sooner. So don’t skip town just yet; you may receive service of process for up to a month after you resign.
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. As soon as an LLC is without a registered agent (after you’re off the books), the Secretary of State will send out a notice, and if the LLC hasn’t acquired a new agent within 90 days of the notice, it will be administratively dissolved.
No matter who the LLC appoints as your replacement, they must meet Texas’ registered agent requirements, meaning they must:
An LLC cannot serve as its own registered agent in Texas, but one of its individual members can. Even so, it can save a company time and stress to outsource those requirements 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 Texas 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 Texas 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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