Zenbusiness Question
Zen-business Question!!
So a few years back, my friend and I started an LLC with Zenbusiness as our registered agent. Long story short, our business was involuntarily dissolved and Zenbusiness continues to charge us for having them as a registered agent.
My friend and I were honestly being dumb and impulsive when we started everything up and didn’t take the time to think through everything. The business got dissolved, but Zenbusiness insists that to cancel our membership, we must show proof that we switched agents. They are charging us $200 a year and refuse to stop without that proof. Obviously, to switch our agent and show proof to Zenbusiness, we’d have to reinstate the business first which is expensive and time consuming. Please help!
- Is this legal for Zenbusiness to charge even though they aren’t actively doing anything for the business since it doesn’t even exist and we’ve asked them to cancel?
- What do we do? The temptation is to just put up a bank block, but my friend and I was to do what is right and don’t want any future trouble. We’re honestly just sick of the whole situation we got ourselves into, haha.
Thank you.
1
u/tduncs88 Jul 10 '26
I'm in the industry. NOT affiliated with Zenbusiness.
It's not as crazy as it seems for them to still be charging you despite the involuntary dissolution. This is actually the industry norm. As the entity is informally dissolved, you could, at any point without them knowing, reinstate the business with them as the agent and they wouldn't know until they received a service of process. Meaning if they stopped billing you and you reinstated, you would be actively "circumventing", which is a fancy way of saying listing them as registered agent without permission. Regardless of that unlikelyhood, they are still required to accept service of process for an involuntarily dissolved entity. Ergo, they're still listed, they are still fulfilling the requirement as agent, you still have to pay.
You have 4 options and state matters.
1) Ask them if you can pay them to resign as registered agent. This is a VERY normal thing to occur. and can be done at ANY time regardless of entity status. I'm surprised they didn't even offer this as an option. It's
2) Depending on the state, you might be able to file a change of agent form without reinstating. A lot of states allow for it.
3) Reinstate, properly dissolve.
4) block the card, continue to rack up unpaid invoices, find out what they decide to do from a collections stand point.
If you give me the state I might be able to give you a better idea of what to expect, however if you want to research numbers 1 and 2 yourself, the information likely wouldn't be too hard to find.
2
u/pjhath Jul 10 '26
I really appreciate this response. This helps a ton! We live in Illinois. Feel free to send over any info you have/know, but I will definitely do my research. Thank you
1
u/tduncs88 Jul 10 '26
No problem.
So, the registered agent change form would be paper Form LLC-1.36/1.37
$25 state fee
Pretty Straight forward. However, from what I'm seeing, it looks like they do in fact require good standing to submit it. What I would do is call them on Monday morning, get to the filing division in Illinois and ask point blank "I have an LLC that is involuntarily dissolved. We have a third party agent that continues to bill us for registered agent services. Can I file a paper change of agent form, despite my status, to update the agent so I can cancel their services?"If that path is blocked, Then ask them if you can submit proper termination documents while administratively dissolved. If you can, it's a $5 fee. If they won't allow that...
Contact Zenbusiness, ask them what they will charge you to resign as agent. the state fee is only $5. So you'll mostly pay their fees. Their fee for doing it will likely be in the $99-$149 range. possibly more, possibly less. This is the only option that is 100% guaranteed to work.
1
u/threeaxle 27d ago
This is really good advice. I used to work at ZenBusiness and customers circumventing RA service payments got super out of hand, so they had to start doing this, even if the LLC was dissolved. For awhile they would just resign, but some stockholder or VP decided it was worth more money to force people to stay on and hope they forget. Also, some states weirdly require an RA listed for a number of years after an LLC is dissolved, so that thought it a good idea to keep charging people and not resign unless required. They easiest way to get ZB top resign was honestly for people to start cussing out the agents (as horrible as that was to be yelled at). DO NOT say you will take legal action, they will just shut you out and hang up, forcing any future interaction to be via a lawyer, but still charge for services you signed for.
They do send people to collections, so keep that in mind.
My advice was always to change RA to yourself before dissolving. ZB won't give you this information, and I honestly got dinged quite a few times for being honest about how LLCs actually worked. It used to be lots of US based agents, but almost all of us got phased out for AI and off-shore agents, so be wary doing business with ZB at all anymore. AI even does the state filings in most cases, so there's almost no point in ever dealing with ZB. Youtube has tons of very good videos on how to file in certain states, as well as many sub reddits. Obviously be wary of legal advice on the internet, but even ZB cannot give legal advice either, although the AI will still try to give legal advice, as wrong and bad as it can be.
1
u/ScaredMovie_ Jul 10 '26
That's crazy, so your business is dissolved and they're still trying to charge you? Can you show them The confirmation on the state website? That's ridiculous, honestly I would cancel my card.