Filing Address

Registered agents, mailboxes, and the 3-year bill.

Agent lapse · dissolution · retrieved 7 October 2026

What happens if you don’t have a registered agent? Lawsuits go around you, then the state ends the LLC.

Almost nobody forms an LLC without an agent. They lose one later, usually in year two: the free first year from a formation bundle ends, the renewal invoice goes to an old email, and the agent resigns. The statutes then do two things on their own schedule. They send any lawsuit somewhere other than you, and they start a countdown to dissolution, forfeiture, or cancellation. This note covers both clocks in nine states, what it costs to get back in good standing, and the cheaper fix.

Filing Address research

How an LLC ends up with no agent

  1. The paid year runs out. Northwest and Bizee include the agent free for year one with formation, then bill $125 and $149 a year. ZenBusiness standalone is $99 the first year, then $199. If the card on file has expired or the invoice lands in an inbox nobody reads, the service lapses.
  2. The agent resigns. Every statute we checked lets an agent quit. Northwest’s own FAQ describes it: notify the business and, in most states, file a statement of resignation. Texas charges $0 for the filing, so there is no cost to the agent in walking away.
  3. The resignation takes effect in about a month. Day 31 in Texas, Florida, Arizona, Georgia, New Jersey, and Washington; 30 days after filing in Delaware. The notice goes to the last address the agent has for you.
  4. The state notices. It mails a deficiency notice, often to the registered office or principal address on file. Texas §11.251(a) says the notice goes to the registered office or principal place of business. If the registered office was the agent that just resigned, the warning only reaches you if your principal address is current.
  5. The cure window closes. Then the LLC is dissolved, terminated, forfeited, delinquent, or canceled, depending on the state’s word for it.

Clock one: lawsuits still get served (retrieved 7 October 2026 CT)

Not having an agent does not make the LLC unservable. Each state has a fallback, and none of them is “wait until the owner picks a new agent.”

The pattern: the case goes forward whether or not the papers reach your desk. A missed deadline to respond is how default judgments happen. A registered agent’s whole job is to make sure that doesn’t turn on whether you checked an old mailbox.

Clock two: the state ends the LLC’s standing

Nine states: resignation, cure window, fallback, way back

What happens when an LLC’s registered agent goes away (domestic LLC)
StateAgent resignationState’s clockService goes toWay back (state fee)
Texas§5.204: effective on the 31st day after the SOS receives notice. Form 402 is $0.§11.251: SOS mails notice; may terminate the LLC if not corrected before the 91st day.§5.251: the Secretary of State becomes the agent for service.Form 811 $75 + Comptroller tax clearance; must name an agent (§11.253).
Florida§605.0115: earlier of the 31st day after filing or a new-agent filing.§605.0714: no agent is a ground; dissolved 60 days after notice of intent if not corrected.§48.062(3): a manager, member, or person on the latest annual report.$100 + each year’s annual report fee; signed by the registered agent (§605.0715).
CaliforniaNot re-checked for this note.We found no no-agent dissolution clock in the sections we checked.§17701.16(c): court may order service on the Secretary of State; complete on day 10.Name an agent on a Statement of Information (change-only $0).
Wyoming§17-28-103: agent gives you 30 days’ notice, then files ($5). You file a change within 30 days.§17-29-705(a): SOS notice; defunct and articles forfeited after 60 days.§17-28-104(b): certified mail to the principal office.$350 reinstatement for no registered agent; within two years.
Delaware§18-104(d): effective 30 days after the certificate of resignation is filed.§18-104(d): no new agent within those 30 days and the certificate of formation is canceled.§18-104(d) / §18-105: the Secretary of State.Revival $180 + annual tax, penalties, and interest (§18-1109).
Arizona§29-3117: earlier of the 31st day or a new agent. $10 to file.§29-3708: 60 consecutive days without an agent; 60 more to cure after notice.§29-3119(B): mail to the principal address (from our Arizona note).Application for Reinstatement $100.
Colorado§7-90-702: day 31 (or a delayed date up to day 90), or a successor, whichever is first.§7-90-901/902: no agent is a ground; delinquent 60 days after the SOS determination.Not re-checked for this note.Statement Curing Delinquency $100.
Illinois§1-35: agent mails you notice at least 10 days before filing.§1-35: a new agent must be on record within 60 days after the resignation notice.Not re-checked for this note.Statement of change $25 if still active.
Ohio§1706.09(F): agent files notice and mails a copy to the principal office; authority ends 30 days after filing.§1706.09(L): SOS notice by mail or email; canceled if not cured within 30 days (or longer if the SOS grants).§1706.09(H)(2): affidavit plus service on the Secretary of State ($5); certified mail to the principal office.Form 525A Reinstatement & Appointment of Agent $25; within two years.
Virginia§13.1-1017: agent files LLC1017 (No Fee) and certified-mails a copy to the principal office; effective day 31 or when a new agent is filed.§13.1-1050.2(B): no statement of change within 31 days, SCC mails an impending-cancellation notice; canceled on the last day of the second month after it.§13.1-1018(B): the clerk of the Commission becomes the agent for service.LLC1050.4P reinstatement $100 plus unpaid fees; within five years (SCC).
Statutes and SOS fee schedules retrieved 7 October 2026 CT for Texas, Florida, California, Wyoming, Delaware, and Colorado, and the Arizona ACC fee schedule. Arizona statutes from our Arizona note (retrieved 11 September 2026; azleg.gov would not load without JavaScript today). Illinois from our Illinois note (retrieved 3 September 2026). Ohio ORC §1706.09 and SOS fee schedule retrieved 13 October 2026 CT. Virginia Va. Code §§13.1-1017, 13.1-1018, 13.1-1050.2 and SCC pages retrieved 14 October 2026 CT. “Not re-checked” means we did not verify that cell for this note, not that the state has no rule. State fees only; back taxes, annual reports, and penalties owed at reinstatement are extra. Not legal advice.

New York works differently: LLC Law §301 makes the Secretary of State the designated agent, so a commercial agent there is optional. See the New York note. Georgia, New Jersey, and Washington resignations take effect on day 31; details are on the Georgia, New Jersey, and Washington notes.

What a lapse costs next to a year of agent

State fee to get back in good standing vs. one year of a commercial agent
StateReinstatement / cure feeAlso owed
Wyoming$350A new agent and registered office. Two-year window.
Delaware$180Annual tax ($400/year) plus penalties and interest due at cancellation.
Florida$100Each year’s annual report fee ($138.75; $538.75 after May 1).
Arizona$100Correct the ground: a statutory agent on record.
Colorado$100Statement Curing Delinquency; the no-agent ground has to be fixed.
Ohio$25Form 525A names the new statutory agent. Two-year window (§1706.09(L)).
Virginia$100LLC1050.4P plus unpaid annual registration fees and penalties; five-year window (SCC reinstatements FAQ).
Texas$75Comptroller tax clearance letter; name of the registered agent on the certificate.
For comparison: Northwest, one year$125$375 over three years. Files the change and pays the state fee when you appoint it.
State fees from the SOS fee schedules and statutes cited below, retrieved 7 October 2026 CT. Northwest $125/year from its registered agent page. Every reinstatement here also requires naming an agent, so the agent fee is owed on top, not instead.

The state fee is the visible part. The bigger costs are the ones without a fee schedule: a contract you can’t sign while dissolved, a bank asking for a certificate of good standing, or a judgment from a lawsuit you didn’t see.

If your agent lapsed: what to do this week

  1. Look your LLC up on the state business search. Check two fields: the registered agent and the status (active, delinquent, inactive, dissolved, forfeited).
  2. Still active? File the change now. Appoint a new agent and file the state’s change: Texas Form 401 $15, Florida $25, Wyoming $5, Colorado $10, Arizona $5, Delaware change-only $50, California change-only SOI $0. Steps and the full table are on the change-of-agent note.
  3. Already dissolved or forfeited? Reinstate with an agent named. Texas’s certificate of reinstatement must name the registered agent, and Florida’s application must be signed by one. In Wyoming the no-agent forfeiture is cured by appointing one. Line up the agent first so the filing doesn’t bounce.
  4. Fix the address the state mails. Update the principal office and mailing address so the next notice reaches you. A virtual mailbox is fine for that job. It is not fine as the registered office.
  5. Put the renewal on the calendar. The agent invoice and the state annual report are separate bills with separate dates. Missing either one starts a clock.

Picking the replacement

Full renewal math is on the 3-year cost note.

Questions

What happens if you don’t have a registered agent?

Two things, on two clocks. First, anyone suing the LLC can still serve it: Texas makes the Secretary of State the agent (Bus. Orgs. Code §5.251), Delaware sends service to the Secretary of State (§18-104(d)), Wyoming allows certified mail to the principal office (§17-28-104(b)), and Florida lets process go to a member, manager, or person on the latest annual report (§48.062(3)). Papers can reach an address you don’t watch. Second, the state starts a cure period and then ends the LLC’s standing: Texas may terminate if not fixed before the 91st day after notice (§11.251), Florida dissolves 60 days after a notice of intent (§605.0714), Wyoming declares the LLC defunct 60 days after notice (§17-29-705), and Delaware cancels the certificate of formation if no new agent is named within 30 days of the agent’s resignation filing (§18-104(d)).

What happens if my registered agent resigns?

The resignation runs about a month, then you have no agent. Texas: effective on the 31st day after the Secretary of State receives the notice (§5.204(d)). Florida: the earlier of the 31st day after filing or a new-agent filing (§605.0115(3)). Delaware: 30 days after the certificate of resignation is filed, and the LLC must name a new agent inside that same 30 days or the certificate of formation is canceled (§18-104(d)). Wyoming requires the agent to give you 30 days’ notice before filing, then gives you 30 days after you receive it to file a statement of change (§17-28-103). Appoint a new agent and file the change before the date, not after.

Can my LLC be sued without me knowing?

It can be served without you knowing, which is how a case moves ahead without you. When there is no agent, the statutes route service somewhere else: the Secretary of State in Texas and Delaware, a court-ordered delivery to the Secretary of State in California (complete on the 10th day after delivery, §17701.16(c)), certified mail to the principal office in Wyoming. The state then forwards to whatever address is on file. If that address is the agent that resigned or an old mailbox, you find out late. This page is research, not legal advice.

How long do I have to replace my registered agent?

In the states we checked, roughly one to four months end to end, and Delaware is the shortest. Delaware: 30 days after the resignation filing, then automatic cancellation. Wyoming: 30 days after you receive the resignation to file the change, then 60 days after the state’s notice before the LLC is defunct. Florida: 60 days after the notice of intent. Texas: before the 91st day after notice. Illinois: a new agent within 60 days after the resignation notice (805 ILCS 180/1-35). Arizona: 60 consecutive days without an agent opens the dissolution path, with another 60 days to cure after notice (A.R.S. §29-3708).

Can I reinstate an LLC dissolved for not having a registered agent?

Usually, by naming an agent and paying the state. Wyoming’s fee schedule lists LLC Reinstatement for No Registered Agent at $350, and the statute caps the window at two years. Delaware revival is $180 plus the annual tax, penalties, and interest owed at cancellation. Florida is $100 plus each year’s annual report fee, and the application must be signed by the registered agent. Texas Form 811 is $75 plus a tax clearance letter from the Comptroller, and the certificate has to name the registered agent. Arizona reinstatement is $100; Colorado’s Statement Curing Delinquency is $100.

Does a New York LLC need a registered agent?

Not a commercial one. New York LLC Law §301 makes the Secretary of State the designated agent for service of process, and an extra registered agent under §302 is optional. The catch is the same forwarding problem: §301(e) has the Secretary of State mail a copy of process to the post office address on file, so keep that address current.

Can I use a virtual mailbox so this never happens?

No. A mailbox can receive mail, but it cannot be the registered office in the states we track. Wyoming lists virtual addresses and mail forwarding locations as not qualifying, and Texas §5.201 says the registered office may not be solely a mailbox service. The fix for a lapsed agent is a real agent at an in-state street address: yourself if you qualify, or a commercial agent.

Related: is the agent address public record · change of agent · LLC annual report · be your own registered agent · PO box as registered agent · registered agent vs virtual mailbox · leave Bizee RA · 3-year RA cost · all state notes.

Sources

Official vendor, secretary of state, or statute pages. Third-party “best of” lists were not used. Retrieval dates are on each row.

  1. Texas Bus. Orgs. Code §5.204 (agent resignation: notice to entity, then filing officer within 10 days; termination effective on the 31st day after the secretary of state receives notice; no filing fee) Retrieved 2026-10-07.
  2. Texas Bus. Orgs. Code §5.251 (secretary of state is agent for service of process if the entity fails to appoint or maintain a registered agent, or the agent cannot be found) Retrieved 2026-10-07.
  3. Texas Bus. Orgs. Code §11.251 (secretary of state may terminate a filing entity that has not corrected failure to maintain a registered agent or office before the 91st day after notice) Retrieved 2026-10-07.
  4. Texas Bus. Orgs. Code §11.253 (reinstatement after involuntary termination: correct the cause, name a registered agent, attach comptroller tax clearance; continuous existence if reinstated before the third anniversary) Retrieved 2026-10-07.
  5. Texas SOS Form 806 Fee Schedule (Rev. 09/26): reinstatement after involuntary termination or revocation (Form 811) $75; resignation of registered agent (Form 402) $0 Retrieved 2026-10-07.
  6. Texas SOS Form 811 instructions (involuntary termination under BOC §11.251 for failure to maintain a registered agent; reinstatement must give current registered agent; entity cannot be its own agent) Retrieved 2026-10-07.
  7. Texas Bus. Orgs. Code §5.201 — registered office must be a street address for personal service; may not be solely a mailbox or telephone answering service Retrieved 2026-10-12.
  8. Florida §605.0115 (agent resignation: terminated on the earlier of the 31st day after filing or a new-agent filing) Retrieved 2026-10-07.
  9. Florida §605.0714 (administrative dissolution for failing to appoint and maintain a registered agent; dissolved if not corrected within 60 days after notice of intent) Retrieved 2026-10-07.
  10. Florida §605.0715 (reinstatement: all fees and penalties owed, application signed by the registered agent; relates back to the dissolution date) Retrieved 2026-10-07.
  11. Florida §48.062 (if an LLC ceases to have a registered agent, process may be served on a manager, a member, or a person listed on the latest annual report) Retrieved 2026-10-07.
  12. Florida Sunbiz LLC fees (Reinstatement Fee $100 plus each year annual report fee; annual report $138.75, $538.75 after May 1; change of registered agent $25) Retrieved 2026-10-07.
  13. California Corp. Code §17701.16 (agent resigned and not replaced: court may order service on the Secretary of State; complete on the 10th day after delivery) Retrieved 2026-10-07.
  14. Wyoming Statutes Title 17: §17-28-103 (agent gives 30 days notice; entity files statement of change within 30 days), §17-28-104(b) (no agent: certified mail to principal office), §17-29-705(a) (no agent: defunct 60 days after notice; reinstate within two years with $250 penalty) Retrieved 2026-10-07.
  15. Wyoming SOS Business Division Filing Fee Schedule (effective July 1, 2026): LLC Reinstatement for No Registered Agent $350; Resignation of Registered Agent $5 per entity Retrieved 2026-10-07.
  16. Wyoming SOS FAQ — can I be my own registered agent (yes: 18+, reside in WY, physical WY address); registered office may not be a PO box, drop box, virtual address, mail forwarding, UPS, or FedEx (change $5) Retrieved 2026-10-12.
  17. 6 Del. C. §18-104(d) (agent resignation effective 30 days after filing; no new agent within 30 days cancels the certificate of formation; service then on the Secretary of State under §18-105) Retrieved 2026-10-07.
  18. 6 Del. C. §18-1109 and §18-1105(a)(3) (revival of a canceled LLC: $180 fee plus annual tax, penalties, and interest due at cancellation) Retrieved 2026-10-07.
  19. 6 Del. C. §18-1107 (LLC annual tax $400; due June 1) Retrieved 2026-09-02.
  20. A.R.S. §29-3117 (resignation of statutory agent; earlier of day 31 or successor) Retrieved 2026-09-11.
  21. A.R.S. §29-3708 (admin dissolution: 60 days without statutory agent / failure to notify of change) Retrieved 2026-09-11.
  22. A.R.S. §29-3119 (service on statutory agent; mail fallback to principal address) Retrieved 2026-09-11.
  23. ACC Schedule of Fees, LLCs Rev. 3.2026 (Application for Reinstatement $100 regular; Statutory Agent Resignation $10) Retrieved 2026-10-07.
  24. C.R.S. §7-90-702 (change via statement of change / periodic report; resignation day-31 effective) Retrieved 2026-09-16.
  25. C.R.S. §7-90-901 and §7-90-902 (not complying with the registered agent part is a ground for delinquency; delinquent 60 days after the determination if not corrected) Retrieved 2026-10-07.
  26. CO SOS Business Organizations Fee Schedule (Statement Curing Delinquency $100; Reinstatement $100; online) Retrieved 2026-10-07.
  27. 805 ILCS 180/1-35 (continuous registered agent and office; resignation; 60-day replacement) Retrieved 2026-09-03.
  28. N.Y. Limited Liability Company Law §301 (Secretary of State as statutory agent) Retrieved 2026-09-02.
  29. Northwest Registered Agent — registered agent ($125/year; $100/year per state at 5+) Retrieved 2026-10-12.
  30. Northwest — change of agent (files change paperwork and pays required state filing fee when appointed; $125/year) Retrieved 2026-10-07.
  31. Bizee — registered agent (standalone $149/year; free year 1 with formation packages) Retrieved 2026-10-12.
  32. ZenBusiness — registered agent ($99 first year; renews $199/year; FAQ: separate registered agent in each state where the business is registered or qualified) Retrieved 2026-10-12.
  33. Ohio Rev. Code §1706.09 (continuous statutory agent; resident individual or entity with Ohio business address; usual place of business excludes a PO box even with a street address; 30-day notice then cancellation; reinstatement within two years) Retrieved 2026-10-13.
  34. Ohio SOS Business Filing Forms & Fee Schedule (Form 521 Statutory Agent Update $25; Form 525A Reinstatement & Appointment of Agent $25; Form 610 LLC articles $99; Form 617 foreign LLC $99; Form 618 $50) Retrieved 2026-10-13.