How to Request Resignation of Your Registered Agent

In 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.