What happens if you don’t have a registered agent

A registered agent is the person or company named on the state record who can be handed a lawsuit for the business. It is not a mailbox. Handing over the papers is called service of process. What is a registered agent for an LLC? covers the everyday job. This page is about the gap: the agent quit, moved, died, or was never kept current.

How a company ends up with no agent

• The agent resigned. A commercial agent can resign when the bill goes unpaid. A person can resign for any reason.
• You were the agent and you moved. The street on file is now someone else’s house, or an empty office.
• A friend was the agent and lost touch. The name is still on file. Nobody is there.
• The agent company closed or merged. Read any notice from them closely.

On paper, a company in the last three cases still has an agent. In practice, the papers have nowhere to go. The results are the same.

The lawsuit goes somewhere else

States do not let a lawsuit stall because the company left nobody to serve. They give the person suing a backup route. Look at three of them:

• Michigan. Under MCL 450.4207(4), if an LLC fails to appoint or keep an agent, or the agent cannot be found with reasonable diligence, the summons and complaint can be delivered or sent by registered mail to the state office, LARA.
• Ohio. Under Ohio Rev. Code § 1706.09, the person suing files an affidavit with the Secretary of State, delivers four copies, and pays $5. The Secretary of State mails a copy to the company by certified mail. Service is complete at that point.
• Indiana. Under IC 23-0.5-4-10, if there is no agent or the agent cannot be served, the company can be served by registered or certified mail to its principal office, using the address on its most recent business entity report. Service can count as done five days after mailing.

Look at what those routes have in common. Each one ends at an address the state already has: the state office, or the principal office on your last report. If that address is stale too, the papers may sit in a stack you never see. The case keeps moving anyway.

Then the default judgment

A lawsuit gives the company a short window to answer. In federal court, Rule 12 gives a defendant 21 days after being served with the summons and complaint. State courts set their own windows. If nobody answers, Rule 55 says the clerk must enter a default. For a fixed amount, the clerk can then enter judgment for that amount and costs. For anything else, the court can enter a default judgment on request.

A default judgment means you lost without making your case. The other side can then try to collect. Getting a default set aside is possible in some cases, but it costs a lawyer’s time and is not a sure thing. Service of process: what it means for an LLC covers what to do the day papers arrive.

Then the state can dissolve the company

Keeping an agent is a condition of staying in good standing. States enforce it.

• Florida Fla. Stat. § 605.0714 lets the state dissolve an LLC that fails to appoint and keep a registered agent, or fails to report a change to the agent’s name or address within 30 days. The state sends a notice first. The company has 60 days after that notice to fix it or show the problem does not exist. If it does neither, the state dissolves it.
• Wyoming The Secretary of State’s fee schedule, revised June 2026, lists a $350 “Reinstatement for No Registered Agent” for an LLC. The general reinstatement fee on the same schedule is $100. Losing the agent costs more to undo than missing a tax payment.
• Michigan The annual statement lists the resident agent. Under MCL 450.4207a, two missed annual statements in a row, then 60 days after LARA’s notice, and the company is not in good standing. The Michigan scorecard covers the resident-agent rules there.

A dissolved company can lose its name, fail a bank’s check, and lose the right to sue in that state until it is reinstated. What is a certificate of good standing covers the proof a bank asks for. Coming back is a separate filing, with its own fees.

How long you have after an agent resigns

An agent’s resignation does not take effect on the day it is filed. That gives you a short window to name someone new.

• Michigan: 30 days after the notice is filed, or when a successor is appointed, whichever is first.
• Indiana: the 31st day after the Secretary of State files the resignation, or when a new agent is named, whichever is first.
• Ohio: 30 days after the notice is filed with the Secretary of State.
• Arizona: the 31st day after the Commission files it, or when a new agent is named. What is a statutory agent? covers Ohio and Arizona.

Do not use the whole window. A lawsuit can arrive on day 31.

How to fix it

1. Look up your own record. Search the state business records for your LLC. Read the agent line and the status.
2. Pick an agent. You, someone you trust in the state, or a commercial agent. What is a commercial registered agent? and How much does a registered agent cost? cover the paid option.
3. File the change. Most states have a short form and a small fee. In Michigan it is form CSCL/CD-520, $5. How to change a registered agent on an LLC covers the order, and Resident agent vs registered agent covers the Michigan form in detail.
4. Check for anything already served. Ask the old agent if anything came in. Search the courts in your county if you are worried. Call a lawyer if you find a case.
5. If the state already dissolved the company, file for reinstatement and name the agent in the same filing if the form allows it.

The Indiana scorecard and the other state pages list each state’s change form and fee.