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Registered agent resigned

Your registered agent resigned. What has the IRS sent?

If your agent quit without telling you, IRS letters may have gone to a dead address. Here's how to find out.

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Why this happens

The IRS never knew your agent left

This comes up a lot with LLCs set up through a formation service. The agent's address ends up on the IRS file, and nothing changes it when the agent goes.

  • The IRS writes to the address it has on file

    That's usually the mailing address given when the LLC got its EIN, or the one on the last return it filed. Formation services often put their own address there.

  • Your registered agent is a state matter

    The agent receives legal papers for the state you formed in. When it resigns, the state is told. The IRS is not, and nobody updates the IRS address for you.

  • A letter to the old address still counts

    If the IRS mailed a notice to the last address it had, it has generally done its job, even if the mail was returned or never forwarded.

What you can do this week

How to find out what the IRS sent

You can do all of these yourself. General information, not advice for your LLC. Details are on each form's instructions at irs.gov.

  1. 1

    Ask the former agent for anything it received

    Email them with the LLC's name and EIN and ask whether any IRS or state mail arrived after they resigned, and whether they scanned or forwarded it. Some keep scans for a while. Ask for copies of everything.

  2. 2

    Find out which address the IRS has

    Look at the EIN confirmation letter (CP 575) and any return the LLC has filed. The address on the most recent of those is likely what the IRS uses. If you can't find either, the owner can call the IRS business line and ask which address it has.

  3. 3

    Ask the IRS which notices it sent

    The owner can call and ask whether any notices were issued to the EIN and request copies. You can also sign Form 8821 so a person you choose receives copies of IRS notices and account information. That only lets them read, it doesn't let them act for you.

  4. 4

    Update the address with Form 8822-B

    Form 8822-B changes the LLC's mailing address with the IRS. Use an address where you will really get the mail, and keep a copy of what you sent and when. It also records a change of responsible party.

  5. 5

    Appoint a new registered agent in your state

    This keeps the LLC in good standing with Wyoming, Delaware or wherever it was formed. It is a separate step from the IRS address, and doing one doesn't do the other.

Once you know

What you find decides the next step

A penalty notice, or years not filed

We prepare and file the missing Form 5472 and pro forma 1120 for each year, and draft the reasonable cause statement that goes with them. If anything needs a reply to the IRS, we tell you on the first call that you need an Enrolled Agent or tax attorney. We can't promise the penalty comes off. The IRS decides.

Late Form 5472 filings

Nothing sent, but this year is due

Fix the address first, then get this year filed on time. We file Form 5472 with the pro forma 1120 for a flat fee, quoted in writing before any work starts.

Form 5472 filing

FAQs

What owners ask us

What we can and can't do is on our disclosures page.

Not by itself. It means that if the IRS did write, you may not have seen it. For a foreign-owned LLC the letter to worry about is a $25,000 penalty notice for a missing Form 5472, so it's worth checking.

You can explain it, and a resigned agent is a real part of the story. But a notice mailed to the last address the IRS had is generally treated as delivered, so not seeing it doesn't cancel it. What matters now is getting the missing returns filed.

No. Qeihan is a tax return preparer, not a CPA or Enrolled Agent, and he doesn't represent clients before the IRS. The steps above are ones you can take yourself. If your case needs someone to speak for you, we'll tell you that you need an Enrolled Agent or tax attorney.

Don't ignore it, and check the date on it. Once a notice exists, an Enrolled Agent or tax attorney should be on the file, because the reply to the IRS is their job. We prepare the missing Form 5472 and pro forma 1120 returns and draft the reasonable cause statement. The IRS decides on the penalty. See late Form 5472 filings.

Probably. The yearly filing doesn't depend on a letter. A foreign-owned single-member LLC usually files every year, even with no income. Run the two minute check.

Found a letter, or worried you missed one?

30 minutes with Qeihan. Bring what you have, and you leave with a flat fee in writing. Form 5472 filing is from $799 a tax year.

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