BOARD RESOLUTION - CHANGE OF REGISTERED AGENT

[COMPANY NAME], a Delaware Corporation

[// GUIDANCE: Under DGCL Section 132, every Delaware corporation must have and maintain a registered agent in Delaware. The registered agent must be either (1) a natural person resident in Delaware, (2) a Delaware corporation, or (3) a foreign corporation authorized to transact business in Delaware. Per the 2025 amendments to Section 132(b), registered agents may not perform duties solely through virtual offices or mail forwarding services. Changes are filed using a Certificate of Change under DGCL Section 133.]

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, pursuant to DGCL Section 132(a), the Company is required to maintain a registered agent in the State of Delaware;

WHEREAS, the current registered agent of the Company is:
- Name: [CURRENT REGISTERED AGENT NAME]
- Address: [CURRENT REGISTERED AGENT ADDRESS]
- City, State, ZIP: [CITY], Delaware [ZIP]

WHEREAS, the Board of Directors (the "Board") has determined that it is in the best interests of the Company to change its registered agent to a new registered agent;

WHEREAS, the new registered agent has consented to serve as registered agent for the Company;

WHEREAS, pursuant to DGCL Section 133, a corporation may change its registered agent by filing a certificate of change with the Secretary of State of Delaware;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

III. REGISTERED AGENT INFORMATION

3.1 Current Registered Agent

• Name: [CURRENT AGENT NAME]
• Street Address: [STREET ADDRESS]
• City: [CITY], Delaware [ZIP]
• County: [COUNTY]

3.2 New Registered Agent

• Name: [NEW AGENT NAME]
• Street Address: [STREET ADDRESS]
• City: [CITY], Delaware [ZIP]
• County: [COUNTY]
• Type:
  ☐ Individual resident in Delaware
  ☐ Delaware corporation
  ☐ Foreign corporation authorized to do business in Delaware
  ☐ Delaware limited liability company
  ☐ Delaware limited partnership

3.3 Registered Office

[// GUIDANCE: Under the 2025 DGCL amendments, "registered office" is defined as the address of the registered agent in Delaware. The registered office changes automatically when the registered agent changes.]

The new registered office of the Company shall be:
- Address: [SAME AS NEW AGENT ADDRESS]
- City: [CITY], Delaware [ZIP]
- County: [COUNTY]

IV. OPERATIVE RESOLUTIONS

4.1 Approval of Change

RESOLVED, that the Board hereby approves the change of the Company's registered agent in the State of Delaware from [CURRENT AGENT NAME] to [NEW AGENT NAME], with a registered office at [NEW ADDRESS];

4.2 Authorization to File Certificate of Change

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to prepare, execute, and file a Certificate of Change of Registered Agent and/or Registered Office with the Secretary of State of Delaware pursuant to DGCL Section 133;

4.3 Form of Certificate

RESOLVED FURTHER, that the Certificate of Change shall be substantially in the form attached hereto as Exhibit A, with such changes as the executing officer may approve;

4.4 Payment of Filing Fees

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to pay all filing fees and expenses associated with the filing of the Certificate of Change;

4.5 Notification to Current Registered Agent

RESOLVED FURTHER, that the Secretary is hereby directed to notify [CURRENT AGENT NAME] of the change in registered agent and to request that all corporate records held by the current registered agent be transferred to the Company or to the new registered agent;

4.6 Notification to New Registered Agent

RESOLVED FURTHER, that the Secretary is hereby directed to provide the new registered agent with:
(a) The name and business address of a natural person who is the Company's communications contact, authorized to receive communications from the registered agent, as required by DGCL Section 132(b);
(b) Such other information as the new registered agent may reasonably request;

4.7 Communications Contact

RESOLVED FURTHER, that the following person is hereby designated as the Company's communications contact for purposes of DGCL Section 132(b):
- Name: [CONTACT NAME]
- Title: [TITLE]
- Business Address: [ADDRESS]
- Business Telephone: [PHONE NUMBER]

4.8 Update of Corporate Records

RESOLVED FURTHER, that the Secretary is hereby directed to update the Company's corporate records, minute book, and stock ledger to reflect the new registered agent and registered office;

4.9 Foreign Qualification Updates

[// GUIDANCE: If the Company is qualified to do business in other states, consider whether registered agent changes are also needed in those states.]

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to take such actions as may be necessary to update the Company's registered agent information in any other state where the Company is qualified to do business as a foreign corporation;

4.10 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, President, Secretary, and any Vice President (each, an "Authorized Officer"), acting singly, are hereby authorized and directed to execute and deliver any and all documents and to take any and all actions as may be necessary or appropriate to effectuate the purposes of the foregoing resolutions;

4.11 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.

V. REGISTERED AGENT REQUIREMENTS

[// GUIDANCE: The following summarizes key requirements under DGCL Section 132.]

5.1 Eligibility Requirements

The new registered agent must meet one of the following requirements:
☐ A natural person who is a resident of Delaware and whose business office is identical to the registered office
☐ A domestic corporation, limited partnership, LLC, or statutory trust whose business office is identical to the registered office
☐ A foreign corporation, limited partnership, LLC, or statutory trust authorized to transact business in Delaware and whose business office is identical to the registered office

5.2 Virtual Office Prohibition

Per the 2025 amendments to DGCL Section 132(b), registered agents may not perform their duties solely through virtual offices (i.e., solely online or remotely) or via mail forwarding services.

5.3 Duties of Registered Agent

The registered agent is responsible for:
(a) Accepting service of process on behalf of the Company
(b) Forwarding all legal documents to the Company
(c) Maintaining current contact information for the Company

VI. COMPLIANCE CHECKLIST

☐ New registered agent meets DGCL Section 132 requirements
☐ New registered agent has consented to serve
☐ Certificate of Change prepared (Exhibit A)
☐ Certificate of Change filed with Delaware Secretary of State
☐ Filing fee paid ($50 as of 2025)
☐ Communications contact designated to new agent
☐ Current registered agent notified
☐ Corporate records updated
☐ Foreign qualification states updated (if applicable)
☐ Annual franchise tax records updated

VII. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, and specifically DGCL Sections 131, 132, 133, and 136.

VIII. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Form of Certificate of Change of Registered Agent

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

1. Name of Corporation: [COMPANY NAME]

2. Registered Agent Change:
   The registered agent of the corporation in the State of Delaware is hereby changed to:

Name: [NEW AGENT NAME]
Address: [STREET ADDRESS]
City: [CITY], Delaware [ZIP]

3. Registered Office Change:
   The registered office of the corporation in the State of Delaware is hereby changed to:

Address: [STREET ADDRESS]
City: [CITY], Delaware [ZIP]
County: [COUNTY]

4. The above change was authorized by resolution of the Board of Directors.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on [DATE].

_________________________________
[NAME]
[TITLE]

Exhibit B - Registered Agent Consent Letter

[Attach consent from new registered agent]

LEGAL REFERENCES

• DGCL Section 131 - Registered Office in State; Principal Office or Place of Business
• DGCL Section 132 - Registered Agent in State; Resident Agent
• DGCL Section 133 - Change of Location of Registered Office; Change of Registered Agent
• DGCL Section 134 - Change of Address or Name of Registered Agent
• DGCL Section 136 - Resignation of Registered Agent
• MBCA Section 5.01 - Registered Office and Registered Agent
• MBCA Section 5.02 - Change of Registered Office or Registered Agent

This template is designed for Delaware corporations. Other states have similar registered agent requirements. Consult applicable state law and qualified legal counsel for corporations formed or qualified in other jurisdictions.