When Is a Change of Registered Agent Required in Minnesota?
A business entity that desires to change its registered agent, its registered office address, or both must file a statement of change with the Minnesota Secretary of State. Under Minnesota Statutes (Minn. Stat.) § 5.36, every business entity formed or registered to do business in Minnesota is required to continuously maintain a registered office in the state, and a foreign entity must designate a registered agent when registering. The statute provides a unified procedure that applies across entity types: the entity files a statement with the Secretary of State containing the entity’s name, the new registered office address or new registered agent name, confirmation that the registered office and agent addresses are identical, and a certification that the change was authorized by the governing body.
Minnesota does not distinguish between a voluntary change — such as switching to a commercial registered agent service — and an involuntary change triggered by the current agent’s resignation or disqualification. In every case, the entity must file the same notice of change and pay the applicable fee. Failure to maintain a current registered office and registered agent can result in administrative dissolution for domestic entities or revocation of authority for foreign entities.
The specific circumstances that require a change filing include:
- The current registered agent resigns by filing a notice of resignation with the Secretary of State
- The current registered agent moves out of Minnesota or is no longer a state resident
- The registered agent’s street address changes due to physical relocation, postal renaming, or another cause
- The registered agent is no longer available at the registered office during normal business hours
- The entity voluntarily selects a new registered agent or switches to a professional agent service
- The registered agent no longer consents to serve in the role
Grounds for Changing Your Registered Agent in Minnesota
Minnesota entities file a change of registered agent for a range of practical and legal reasons. The table below summarizes the most common grounds and the filing each one requires. For most entity types, the filing is the Notice of Change of Registered Office/Registered Agent. Limited partnerships and limited liability partnerships use their own amendment forms, as described below the table.
| Ground | Filing Required |
| Registered agent resigns | Notice of Change of Registered Office/Registered Agent to appoint a replacement |
| Registered agent relocates out of Minnesota | Notice of Change to designate a qualified replacement |
| Registered agent’s street address changes | Notice of Change to update the registered office address (agent-initiated filing also available under Minn. Stat. § 5.36, subd. 5) |
| Entity switches to a professional registered agent service | Notice of Change naming the new agent and its Minnesota address |
| Registered agent no longer available during business hours | Notice of Change to appoint an accessible replacement |
| Registered agent no longer consents to serve | Notice of Change to appoint a consenting replacement |
| Entity changes its own principal office and registered office location | Notice of Change to update the registered office address |
The Notice of Change form is used by domestic corporations, foreign corporations, domestic and foreign LLCs, domestic and foreign nonprofit corporations, and domestic and foreign cooperatives. Limited partnerships must instead file an Amendment to Certificate of Limited Partnership to change the registered agent or office. Limited liability partnerships must file a Statement of Amendment or Cancellation, selecting the amendment option.
The entity’s registered agent information is part of the public record maintained by the Secretary of State. Current records are searchable through the Minnesota Business & Lien System, and any outdated or inaccurate information should be corrected promptly.
Minnesota Registered Agent Change Requirements
Before filing a notice of change, the entity must ensure that the new registered agent and registered office satisfy Minnesota’s statutory requirements. The following standards apply to every entity type.
Eligibility of the New Registered Agent
Option A — Organization: A domestic corporation, domestic limited liability company, or a foreign corporation or foreign LLC authorized to transact business in Minnesota. The filing entity itself cannot serve as its own registered agent — the form instructions explicitly state, “Do not list your name on this line, because an entity may not act as its own agent.”
Option B — Individual: A natural person residing in Minnesota whose business office address is identical to the registered office address. The individual need not be an officer or director of the entity, but must be available at the registered office during normal business hours to accept service of process.
Option C — No Agent: Under Minn. Stat. § 5.36, subd. 2, a business entity formed in Minnesota may choose not to designate a registered agent at all — in which case the form instructions require the entity to list “NONE” in the agent field. A foreign entity, however, must designate a registered agent when registering to do business in Minnesota and cannot leave the agent field blank.
Registered Office Address
The registered office must be a physical street address in Minnesota. Under Minn. Stat. § 5.36, subd. 1, “if the current registered office address listed in the records of the secretary of state is not an actual office location, or is solely a post office box, the business entity must provide a new registered office address that includes an actual office location.” The registered office address and the registered agent’s business office address must be identical. A P.O. Box by itself is not acceptable, though the entity may include a mailing address or P.O. Box in addition to the required physical address.
Authorization
Minn. Stat. § 5.36, subd. 3, requires that the change be “authorized by resolution approved by the affirmative vote of a majority of the governing body of the business entity present.” The form includes a certification to this effect, which the authorized signer executes under penalty of perjury. The form does not require notarization.
How to File a Statement of Change of Registered Office/Agent
The official form for most entity types is the Notice of Change of Registered Office/Registered Agent, governed by Minn. Stat. § 5.36. This single form serves domestic and foreign corporations, domestic and foreign LLCs, domestic and foreign nonprofit corporations, and domestic and foreign cooperatives.
To complete the form, provide the following information:
- File Number: Enter the entity’s file number assigned by the Minnesota Secretary of State.
- Entity Name: Enter the entity’s exact legal name as it appears in the Secretary of State’s records.
- New Registered Office Address (if changing): Enter the new street address in Minnesota, including city, state, and ZIP code. A P.O. Box by itself is not acceptable.
- New Registered Agent (if changing): Enter the name of the new registered agent. If the entity does not wish to designate an agent (domestic entities only), write “NONE.” Do not list the entity’s own name.
- Authorization Certification: The form includes a statement confirming that the change was authorized by majority vote of the governing body (for entity-initiated changes) or that the agent has mailed a copy of the statement to each represented entity (for agent-initiated changes). The undersigned certifies under penalty of perjury that the information is true and correct.
- Email Address for Official Notices: Provide or update an email address the Secretary of State can use for annual renewal reminders and other official notices. Check the opt-out box to exclude the email from bulk data requests.
Note: Limited partnerships cannot use this form. A limited partnership must instead file an Amendment to Certificate of Limited Partnership to change its registered agent or office address, at the applicable amendment fee. Limited liability partnerships must file a Statement of Amendment.
Filing Method: Online vs. Mail
The Notice of Change may be filed online, by mail, or in person at the Secretary of State’s office in Saint Paul. The fee varies by filing method — online and in-person filings carry a higher fee than mail filings.
| Method | Details |
| Online | File through the Minnesota Business & Lien System (MBLS). Returns are processed electronically within 3 to 5 business days. |
| Send the completed form with a check or money order payable to “Minnesota Secretary of State” to Minnesota Secretary of State, First National Bank Building, 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. Processed first-in, first-out. | |
| In Person | By appointment only at 332 Minnesota Street, Suite N201, Saint Paul, MN 55101. Staffed 8:00 a.m. – 4:00 p.m., Monday – Friday. Document is processed while the customer waits. |
Mail filings are processed on a non-expedited, first-in/first-out basis. Online and in-person filings are treated as expedited and processed more quickly, but carry a $20 surcharge over the mail fee. There is no separate credit-card processing surcharge.
Note: The resignation-of-agent filing is not available online or in person for most entity types — it can only be filed by mail.
Registered Agent Change Filing Fees by Entity Type
Filing fees for the change of registered agent or registered office are set by the Minnesota Secretary of State fee schedule and vary by entity type and filing method. Mail fees are lower than online or in-person fees across the board.
| Entity Type | Mail Fee | Online / In-Person Fee |
| Domestic Business Corporation (Ch. 302A) | $35.00 | $55.00 |
| Foreign Business Corporation (Ch. 303) | $50.00 | $70.00 |
| Domestic LLC (Ch. 322C) | $35.00 | $55.00 |
| Foreign LLC (Ch. 322C) | $35.00 | $55.00 |
| Domestic Nonprofit Corporation (Ch. 317A) — Agent and Office | $35.00 | $55.00 |
| Domestic Nonprofit Corporation (Ch. 317A) — Office Address Only | $0.00 | $0.00 |
| Foreign Nonprofit Corporation (Ch. 303) | $50.00 | $70.00 |
| Domestic Cooperative (Ch. 308A) | $35.00 | $55.00 |
| Cooperative Association (Ch. 308B) | $35.00 | $55.00 |
| Foreign Cooperative (Ch. 303) | $50.00 | $70.00 |
| Domestic Limited Partnership (Ch. 321) — via Amendment | $50.00 | $70.00 |
| Foreign Limited Partnership (Ch. 321) — via Amendment | $50.00 | $70.00 |
| Domestic LLP (Ch. 323A) — via Statement of Amendment | $135.00 | $155.00 |
| Foreign LLP (Ch. 323A) — via Statement of Amendment | $135.00 | $155.00 |
Minnesota domestic nonprofit corporations receive a notable benefit: if the filing changes only the registered office address and does not add, remove, or change the registered agent, no fee is due. For all other entity types, the fee applies whether the entity is changing the agent alone, the address alone, or both.
Accepted payment methods include check and money order (payable to “Minnesota Secretary of State”) for mail filings and credit card for online and in-person filings. The resignation-of-agent filing carries its own fee, which is not waived — it ranges from $35.00 to $135.00 by mail depending on entity type.
Effective Date of a Registered Agent Change in Minnesota
A notice of change of registered office or registered agent takes effect when filed by the Secretary of State. Minn. Stat. § 5.36 does not provide for a delayed effective date for the change-of-agent filing, and the form does not include a field for specifying a future effective date. The change is effective immediately upon the Secretary of State’s acceptance and processing of the filing.
Immediate effect: The notice of change is effective when filed and processed by the Secretary of State. For online and in-person filings, this typically occurs within the same business day or within 3 to 5 business days. For mail filings, the effective date is the date on which the Secretary of State processes the filing, not the date the document was mailed.
On acceptance, the notice of change operates as an amendment to the entity’s registered office and registered agent information on file with the Secretary of State. No separate amendment to the entity’s articles of incorporation, articles of organization, certificate of limited partnership, or foreign registration is required — the notice of change updates those records directly.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent’s business address changes — but the same individual or organization continues to serve — the agent may notify the Secretary of State directly by filing the same Notice of Change form, rather than requiring each represented entity to file individually. Under Minn. Stat. § 5.36, subd. 5, “if the business address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each business entity represented by that agent” by filing the appropriate statement.
The agent-initiated filing uses the same Notice of Change of Registered Office/Registered Agent form but differs from the entity-initiated filing in several important ways:
| Feature | Entity-Filed Change | Agent-Initiated Change |
| Filed by | The entity (officer, director, manager, or authorized person) | The registered agent |
| Purpose | Change the agent, the address, or both | Update the registered office address or the agent’s name only |
| Can appoint a new agent | Yes | No — same agent must continue to serve |
| Covers multiple entities | No — one filing per entity | Yes — the agent may file for multiple entities |
| Prior notice to entity required | — | Yes — the agent must mail a copy of the statement to each entity or its legal representative |
| Authorization requirement | Resolution approved by majority of governing body | Need not be responsive to the governing-body resolution requirement |
| Signed by | Entity’s authorized representative | The registered agent only |
The agent-initiated change is particularly useful for commercial registered agent services that represent large numbers of Minnesota entities. By filing a statement covering all represented entities, the agent can update every registered office address in a single submission rather than coordinating individual filings. The filing fee applies per entity for each change filed.
What Happens After the Change Is Filed
Once the Secretary of State accepts and processes the notice of change, several consequences follow immediately:
- The entity’s registered agent and registered office information in the Secretary of State’s records is updated.
- The notice of change operates as an amendment to the entity’s filing records — no separate amendment to the articles of incorporation, articles of organization, or foreign registration is required.
- The Secretary of State returns evidence of filing to the submitter. For online filings, this return is electronic; for mail filings, the processed document is returned by mail.
- The new agent’s name and address become part of the entity’s public filing history, searchable through the Minnesota Business & Lien System.
- The former agent’s authority to receive service of process on behalf of the entity terminates as of the effective date of the filing.
Entities should verify that their updated information appears correctly in the Secretary of State’s online records after filing. For questions about filing status, contact the Business Services division at (651) 296-2803 (metro area) or 1-877-551-6767 (greater Minnesota), or by email at business.services@state.mn.us.
Changing a Registered Agent for a Foreign Entity Registered in Minnesota
A foreign entity holding a certificate of authority to transact business in Minnesota is subject to the same registered agent requirements as a domestic entity, with one significant additional obligation: a foreign entity must designate a registered agent. Under Minn. Stat. § 5.36, subd. 2, “a business entity formed under the laws of another jurisdiction must designate a registered agent when registering to do business in Minnesota.” A domestic entity may optionally leave the agent designation blank by listing “NONE,” but a foreign entity cannot.
A foreign corporation, foreign LLC, foreign cooperative, or foreign nonprofit changes its registered agent by filing the same Notice of Change of Registered Office/Registered Agent used by domestic entities. The same eligibility requirements, physical street address requirements, and authorization requirements apply. The filing fee for foreign entities is generally higher than for domestic entities — $50.00 by mail or $70.00 online/in-person for foreign corporations, foreign cooperatives, and foreign nonprofits, compared to $35.00 / $55.00 for most domestic entity types.
A foreign corporation that fails to designate a registered agent when a vacancy occurs, or that fails to file annual renewals, risks having its certificate of authority revoked. Under Minn. Stat. § 303.17, the Secretary of State shall revoke the certificate of authority of a foreign corporation that “fails to designate a registered agent when a vacancy occurs in that office, or when the appointed registered agent becomes disqualified or incapacitated.” After revocation, service of process may be made through the Secretary of State under Minn. Stat. § 5.25, subd. 4, increasing the risk of default judgment.
Frequently Asked Questions About Changing a Registered Agent in Minnesota
How long does it take to change a registered agent in Minnesota?
The Secretary of State does not publish a guaranteed processing time for notices of change. Mail filings are processed on a non-expedited, first-in/first-out basis, and the completed document is returned by mail. Online filings through the Minnesota Business & Lien System (MBLS) are returned electronically within 3 to 5 business days. In-person filings at the Saint Paul office are processed while the customer waits, making them the fastest option. For questions about current processing times, contact Business Services at (651) 296-2803.
Do I need to notify my current registered agent before changing?
Minnesota law does not require the entity to notify the outgoing registered agent before filing the notice of change. The change is effective when filed and accepted by the Secretary of State. Many entities choose to notify the outgoing agent as a professional courtesy, particularly if the agent has been receiving and forwarding legal documents. If the outgoing agent wishes to end the relationship independently, the agent may file a notice of resignation under Minn. Stat. § 5.36, subd. 4.
Can I change my registered office address without changing the registered agent?
Yes. The Notice of Change of Registered Office/Registered Agent permits the entity to update only the registered office address while retaining the same agent. Complete the address field and leave the agent field unchanged. For domestic nonprofit corporations under Chapter 317A, changing only the registered office address carries no filing fee. Alternatively, if the address change results from the agent’s own relocation, the agent may file the update directly under Minn. Stat. § 5.36, subd. 5, on behalf of all entities it represents.
What is the agent-initiated address change form and when is it used?
The agent-initiated address change uses the same Notice of Change of Registered Office/Registered Agent form, but it is completed and signed by the registered agent rather than by the entity. It is used when the agent changes its own business address or name while continuing to serve — for example, when a commercial registered agent service relocates its Minnesota office. The agent must mail a copy of the filed statement to each represented entity or its legal representative. This filing cannot be used to appoint a different agent; it updates only the office address or the agent’s name.
Is there a penalty for not filing a change of registered agent?
Minnesota requires every filing entity to maintain current registered office information. Failure to do so can lead to serious consequences. A domestic corporation that fails to file its annual renewal may be administratively dissolved by the Secretary of State under Minn. Stat. § 302A.821. A foreign corporation that fails to designate a registered agent when a vacancy occurs risks revocation of its certificate of authority under Minn. Stat. § 303.17. An entity that has been dissolved or had its authority revoked may lose standing to maintain lawsuits in Minnesota courts, and service of process may be made through the Secretary of State under Minn. Stat. § 5.25, increasing the risk of default judgment.
Can I change my registered agent and the registered office address in the same filing?
Yes. The Notice of Change form permits changing the agent, the address, or both in a single filing. A single filing fee applies regardless of whether the entity updates the agent alone, the address alone, or both. The new registered office address must be the physical street address of the new registered agent, as Minnesota requires the two addresses to be identical under Minn. Stat. § 5.36, subd. 2.
What happens if my registered agent resigns?
A registered agent may resign by filing a signed written notice of resignation with the Secretary of State under Minn. Stat. § 5.36, subd. 4. The agent must include a statement that a signed copy of the notice has been given to the entity at its principal executive office or to a legal representative. The appointment terminates 30 days after the notice is filed with the Secretary of State. The resignation carries a filing fee — $35.00 by mail for domestic corporations and LLCs, $50.00 by mail for foreign corporations and limited partnerships, and $135.00 by mail for LLPs — based on the fee schedule. The entity must promptly file a notice of change to appoint a replacement agent before the 30-day period expires to avoid a lapse in agent coverage.
Does the new registered agent need to sign the change form?
No. The Notice of Change is signed by the entity’s authorized person — an officer, representative, or authorized agent of the entity. The form’s certification states that the signer is “signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document on his/her behalf.” The entity should obtain the new agent’s consent before filing, but no separate consent document is submitted to the Secretary of State.
Can I use a P.O. Box for the new registered office address?
No. Minn. Stat. § 5.36, subd. 1, requires the registered office to be an “actual office location” and states that the entity must provide a new address if the current address “is not an actual office location, or is solely a post office box.” The form instructions confirm that “a post office box by itself is not acceptable.” The entity may include a mailing address or P.O. Box in addition to the physical street address, but the registered office itself must be a physical location in Minnesota where service of process can be delivered.
Is the filing fee the same whether I file online or by mail?
No — unlike many states, Minnesota charges different fees depending on the filing method. Mail filings carry the base fee (for example, $35.00 for a domestic corporation), while online and in-person filings carry a higher fee ($55.00 for the same filing). The $20 difference reflects the expedited processing provided for online and in-person submissions. There is no additional credit-card surcharge beyond the stated online or in-person fee. The fee breakdown for every entity type is listed in the Business Filing & Certification Fee Schedule.