We formed our LLC in Colorado about two years ago and used a registered agent service that came bundled with the formation package. Their renewal is coming up and it's gone way up in price. I don't want to dissolve or re-file the LLC, I just want to switch to a different registered agent. What does that process actually look like? Is there a form or filing with the state, or does the new agent handle it? Also, is there anything that can go wrong with the addresses or mail if I switch mid-year?
LLC Filing
Changing registered agents without changing the LLC itself
In most states you do file a change of registered agent form with the Secretary of State. The new agent usually files it for you as part of signing up. It does not change the LLC itself, just the agent record.
Colorado I believe uses a statement of change. Double check whether your old agent has to sign off. Some states require the outgoing agent's consent, some some don't.
Does the new agent file it or do you? I always assumed the compayn handles the paperwork once you pay them.
Depends on the service. The decent ones include the filing and do it for you. Cheaper ones just give you a blank form and tell you to submit it yourself. Worth asking before you sign up.
Timing matters more than people think. You want the new agent active before the old one's term expires, otherwise there's a gap where you have no agent on record. If the state tries to serve something during that window it can create problems
We switched last year and the old company kept sending us mail for a couple months. Nothing legal, just their own marketing. Make sure you tell them in writing you're terminating so they don't keep billing.
This. Send a written termination notice even if the contract says it expires on its own. I've seen auto-renew clauses sneak up on people.
What about the address on file for the LLC? We get our business mail at a PO box. Does changing the agent change our mailing address too, or are those separate?
Separate. The registered agent address is for legal service. Your business mailing address is its own field. Just don't put a PO box as the registered agent address in most states, they usually require a physical street address.
The outgoing agent consent thing is what I was worried about. I'll pull up the Colorado form and see what it asks for. Also didn't realize the old service might keep billing, so I'll send them something in writing before the renewal date.
One more thing,check whether your operating agreement names a specific registered agent. If it does, you may need to update that document too, even though the state filing is the main step.