This guide will outline what you need to know about changing a statutory agent in Ohio and how to get started when you’re ready.
You formed your Ohio 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 Ohio 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 Ohio 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 Ohio has certain requirements for changing your LLC’s registered agent. Business entities operating in Ohio can make any statutory agent changes – new agent appointment, resignation, address change, etc. – on Form 521: Statutory Agent Update. If you don’t make changes to your statutory agent as they occur, the state can cancel your Articles of Organization.
The Secretary of State’s FAQ page has a lot more information on statutory agent requirements and procedures.
You can’t pick just anyone to be a registered agent for your LLC. The state of Ohio 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 Ohio must:
* If your registered agent is a foreign business entity, it must be authorized to transact business in Ohio
Once you’re ready to change your statutory agent, you need to get your hands on Form 521: Statutory Agent Update. This form is available either in paper or online.
We’ll start with online filing since it’s a quicker and easier route. Navigate to the Secretary of State’s Filing Forms & Fee Schedule page, then scroll down to find the section labeled “Domestic Limited Liability Company Filing Forms.” There, you’ll find the Statutory Agent Update. The link will take you to the Ohio Business Central portal, where you can make your change.
Directly below the link for online filing, you’ll see a downloadable PDF of the form. Click this link to download your fillable paper form. Complete the document with information on your former and new statutory agents. It must be typed and single-sided, as the Secretary of State will not accept handwritten or double-sided forms. When finished, mail it to:
Office of the Ohio Secretary of State
P.O. Box 788
Columbus, OH 43216
Both submission methods require a $25 fee. For online filings, you can pay via credit or debit card. When submitting by mail, include a check made out to “Ohio Secretary of State” or a “Credit Card Authorization Form” with your card information.
Typical processing time for this form is 4-6 business days, but if you need that new agent sooner, you can mark one of three expedited service options on your form: 2-Day ($100), 1-Day ($200), or 4-Hour ($300). Expedited filings must go to a different address, so if you’re choosing one of these services, send it to P.O. Box 1390 Columbus, OH 43216.
Some states allow you to change your registered agent by updating your Articles of Organization or annual report. This is not the case in Ohio. You MUST file a Statutory Agent Update either on paper or digitally to successfully make your change.
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? Your job is done! You’ll see your new statutory agent on file soon.
Think of your registered agent as a mediator between you and the state of Ohio, 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 Ohio 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 Ohio 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 Ohio statutory 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 Ohio statutory 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 Ohio 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 you file your formal resignation with the Secretary of State, Ohio state law (Revised Code 1701.07) requires that you send a copy to your LLC. This is to ensure that the company has ample time to plan a statutory agent change and avoid the penalties for operating without one. By helping to develop a succession plan, you’re facilitating a smooth transition and quick turnaround.
After you send notice to the LLC, you can begin the official resignation process through the Secretary of State’s office. You’ll be off the books in no time.
The first thing you should do after breaking the news to your LLC is navigate to the Secretary of State Filing Forms & Fee Schedule page. There, you’ll find the “Statutory Agent Update” form, and two options for submitting it: online and using a hard copy.
For online filings, follow the onscreen instructions to complete the form. Here are steps for completing the paper form:
There’s a $25 fee for either filing method. Online, you’ll be prompted to enter your credit card information. By mail, you’ll want to send a check or money order made out to “Ohio Secretary of State.” Include the check with your documents and mail them to:
Office of the Ohio Secretary of State
P.O. Box 788
Columbus, OH 43216
If you selected one of the expedited service options, send them instead to P.O. Box 1390, Columbus, OH 43216 instead.
Regular processing time for the Secretary of State’s office is 3-7 business days. But if you don’t have that much time, you can choose one of three expedited processing options: two-day service for $100, one-day service for $200, or four-hour service for $300.
No matter how quickly your resignation is processed, it won’t take effect right away. Your name will remain on file as the LLC’s statutory agent for 30 days after you officially resign unless the LLC appoints your replacement sooner. If it’s a foreign LLC, that it takes 60 days instead. Just keep in mind that you may continue to receive service of process for one or two months after you resign.
When you put down your statutory 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 statutory agent coverage can result in severe penalties. A business entity that is without an agent will receive a notice from the state, at which point it has 30 days to appoint a new one. If it fails to do so, the state will cancel its Articles of Organization and it will no longer be able to conduct business in the state.
Any agent appointed by your former LLC must meet Ohio’s statutory agent requirements, which means that they should:
In Ohio, LLCs are allowed to assign statutory agent duties to their individual members, although often, outsourcing those responsibilities to a professional service can save time and stress.
We recommend using a statutory agent service, which can take over statutory agent duties, freeing up more time for the LLC’s managers to focus on running the business.
You do a lot for your Ohio 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 Ohio 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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