What happens when a registered agent resigns

Published by Vermilion Vitez Holding LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

The steps, in order

1. How a resignation happens

   A Florida registered agent resigns by delivering a signed statement of resignation for filing with the Division of Corporations. The statement names the company. After it is filed, the agent must promptly mail a copy to the company's current mailing address (Fla. Stat. 605.0115).

   The agent may resign even if the company is not in active status, so a dissolved or administratively revoked company does not block the resignation.

2. The window before it takes effect

   The agent's appointment ends on the earlier of two events: the 31st day after the state files the statement of resignation, or the day a statement of change or another record designating a new agent is filed. The company can appoint a replacement during that window.

   Once the resignation takes effect, the agent is no longer responsible for a matter later tendered to it.

   A service that resigns from many long-dissolved companies at once may file a single composite statement of resignation that covers all of them. The composite option applies to companies that have been dissolved, voluntarily or otherwise, for ten years or longer, and each company's name and dissolution date must be listed.

3. If the company is left without an agent

   During the 31-day window the resigning agent is still the agent. If the company then has no registered agent, Fla. Stat. 48.062(3) lets process be served on any manager of a manager-managed LLC, any member of a member-managed LLC, or any person the company lists publicly on its latest annual report. If service still cannot be completed after due diligence, it can be made on the Secretary of State or by court order (Fla. Stat. 48.062(4)).

4. What the transition costs

   Florida's fee schedule lists a registered agent resignation by an active entity at $85.00 and by a dissolved entity at $25.00. Appointing a replacement is a separate step: a statement of change to name a new agent is $25.00 for an LLC (Division of Corporations fee schedule).

5. Appointing a successor agent

   A company appoints a successor by filing a statement of change. The statement names the company, the current agent, and the new agent, and gives the current registered office address, and the new one if the office is changing. The successor's written acceptance is included with or attached to it (Fla. Stat. 605.0114).

   An LLC may not prosecute or maintain an action in a Florida court until it complies with the registered agent requirement, pays amounts owed, and pays a court-ordered penalty of up to $5 per day, capped at $500 (Fla. Stat. 605.0113).

6. When the agent is a service

   Vermilion Vitez resells registered-agent service fulfilled by Registered Agents Inc. at $74.25 a year.