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Changing an agent costs nothing at the state level in Indiana. IC 23-0.5-9-32 says there is no fee for filing a registered agent or office statement of change, and section 33 says the same for a statement of resignation. The rules for who may serve sit in IC 23-0.5-4. Our Indiana LLC guide covers formation, and the Indiana business guide covers the search.
Which entities need an agent?
A domestic filing entity and a registered foreign entity must designate and maintain a registered agent in Indiana. An Indiana LLC is a domestic filing entity. The articles of organization must name the agent and give the street address of the registered office.
Who can be the agent?
An individual, a general partnership, a domestic filing entity or a registered foreign entity. Indiana does not say the agent must be a person who lives in the state. It does say the record must carry a street address in Indiana. Section 2 makes that the address rule for every record in the chapter.
What does the agent consent to?
The filing has to state the agent's consent, or state that the agent has consented. If the entity has no commercial agent, the filing can also give an email address for electronic service, subject to Indiana supreme court trial rules.
The entity has a job as well. It must give its agent the name, business address and business phone number of an officer, director, employee or designated agent who can act as the communications contact. The agent keeps that information. If the entity does not provide it, the agent may resign.
How do I change the agent?
File a statement of change. IC 23-0.5-4-6 says it is signed by the entity and states the entity's name and the new information. A new agent needs a consent statement or a representation that consent was given. The owners do not need to approve it.
There is no state fee, so the cost is your time. Use INBiz, which is where Indiana filings are made. You can also amend the latest registered agent filing instead.
What if the agent resigns?
The agent files a statement of resignation, signed by the agent. It names the entity, names the agent, says the agent resigns, and gives the address where the agent will send the notice to the entity. The resignation takes effect on the 31st day or when a new agent is designated, whichever is first. An agent can resign whatever the entity's status.
Your job after that is to name a new agent quickly.
What happens with no agent?
Two things. First, the entity can still be served. If it has no agent, or the agent cannot be served with reasonable diligence, the plaintiff can use registered or certified mail to the principal office. That address comes from your latest biennial report. Service is effective on the earliest of delivery, the signed return receipt date, or five days after mailing. A last resort allows handing the papers to the person in charge of a regular place of business.
Second, the state can act. INBiz says entities are dissolved, or foreign ones revoked, for no report or no registered agent. See service of process for how lawsuits start.
What are the agent's duties?
IC 23-0.5-4-11 keeps them short. The agent forwards any process, notice or demand it receives to the entity at the address most recently supplied. It gives the entity the notices that the article requires. A noncommercial agent keeps its own filing information current. Naming an agent in Indiana does not by itself create personal jurisdiction over the entity, and the agent's address does not set venue (IC 23-0.5-4-12).
Can I be my own agent?
If you have a street address in Indiana, you can name yourself as an individual. The own-agent guide covers the trade-offs and registered agent services covers the paid option.