How to Request Resignation of Your Registered Agent

By Amy Fountain Tuesday, October 13, 2020

request resignation of registered agentIn some situations, a business owner may seek to have their Delaware Registered Agent resign upon the business entity. This course of action is not the same as filing a formal certificate; it will put the company into a forfeit status with the state.

An entity in a forfeit status is considered an inactive company by the state of Delaware. Be aware that the resignation process actually takes a couple of months to complete; it does not occur instantaneously.

These steps must be taken before the Registered Agent is formally resigned from the company:

  • First, the current Registered Agent must provide the entity with a notice of its intent to resign. This notification informs the entity the Registered Agent is pursuing the resignation, which will put the company into a forfeit status.
  • The Registered Agent must wait 30 days after this notice has been sent to the company before taking any action. This time period basically gives the company the option to request that the Registered Agent not proceed with the resignation filing. 
  • If there is no action from the entity, the Registered Agent can then submit the resignation filing to the state of Delaware.

At this point, the state of Delaware gives the entity another 30 days to rename the former Registered Agent as its current Registered Agent for the entity or to find a new Registered Agent to act on its behalf. Again, if no action is taken, then the entity will become officially forfeit and will lose its good standing status.

During the approximate 60-day waiting period, the entity can potentially still receive notices for payments due, such as the annual Franchise Tax Fee. Until the entity is actually resigned upon and in a forfeit status, the Franchise Tax notices will continue to be generated by the state of Delaware.

People often assume—incorrectly—that if their company is in the resignation phase they will not have to pay that company’s Franchise Tax Fee. The Franchise Tax Fee is automatically imposed on the entity by the state of Delaware at the beginning of each new year. 

Regardless of whether the entity has conducted any business, it will generate a Franchise Tax Fee. If the entity is resigned upon and the Franchise Tax Fees are not paid, the assessment stays with the entity. Therefore, if the entity is restored at a later date, the outstanding Franchise Tax Fees must be paid at the time of a renewal filing. However, no new Franchise Tax fees are imposed on an entity that is in a forfeit status.

All possible options and subsequent consequences should be reviewed by the company’s responsible parties to determine the best course of action for the entity.

As mentioned above, this is not the same as cancelling or dissolving your entity. The only way to formally close your company is to file the proper cancellation (for an LLC) or dissolution (for a corporation) documents with the state of Delaware. Just as formation documents are filed with the Secretary of State’s office to create a Delaware company, official documents must also be filed to legally close the company.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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There are 16 comments left for How to Request Resignation of Your Registered Agent

Jenny said: Saturday, July 21, 2018

Once a company is in forfeit, who can revive it? Anyone? Only the original owners?

HBS Staff replied: Tuesday, July 24, 2018

A company that is in a forfeit status can be renewed by filing a Certificate of Revival and paying any outstanding Franchise Tax fees. The certificate must be signed by an Authorized Officer of the company, and cannot be signed by a Director.

We can assist with such filing and can provide a price quote once we have the name of your company and/or the state of Delaware file number.

Please let us know if there are any other questions.

saniye gurer said: Wednesday, July 4, 2018

We had a company. We are not using anymore. Our agency had said it is already in forfeit status in May 2017 you do not need to do anything. Yesterday our agency, but some other person emailed us that we need to dissolve to close the company and wants money. He wants 2016,2017.2018 taxpays and extras. But we did not have any tax to pay at that time. He also wants a lot money to "revival of charter". What does this mean?

HBS Staff replied: Friday, July 6, 2018

We would be happy to assist you over the phone. Feel free to call us at 800 345 2677, Ext 6911. A live person will be happy to answer your questions

Atanas Atanasov said: Friday, May 11, 2018

Hello, I want to seek the option to forfeit my company with the 60 day waiting period. My question is - If I never want to use the company again, what happens to the accumulated tax after 20 years? does it affect me in any way ? Thank You!

HBS Staff replied: Monday, May 14, 2018

The state of Delaware does not assess Franchise Tax fees on a company once it is forfeit. Therefore, any outstanding Franchise Tax fees would only need to be paid if a revival is filed. But no new Franchise Tax fees are imposed once the company is forfeit.


stephen jeffery nicholls said: Wednesday, March 28, 2018

I would like to close this company can you please advise as to how and the cost implications ?

HBS Staff replied: Wednesday, March 28, 2018

We will need the company name and Delaware state filing number. You can email that information to or call us at 1-800-345-2677.

Levent Gurbuzer said: Tuesday, February 27, 2018


HBS Staff replied: Wednesday, February 28, 2018

Please email your request, along with the company name and state file number, to and we will respond. You can also call 1-800-345-2677 and a live person will answer and assist you.

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