Alaska Statement of Designation / Change of Registered Agent and Registered Office

(“Registered Agent Filing”)

[// GUIDANCE: This template is designed for use with any Alaska-domiciled entity or foreign entity authorized to do business in Alaska (corporation, LLC, LP, LLP, business trust, etc.). Confirm entity-specific statutory citations before filing. File the completed document, along with the Division of Corporations’ cover sheet and statutory filing fee, via the Corporations Section’s online portal, by mail, or in person.]

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TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Designation or Change of Registered Agent and Registered Office
   3.2 Effective Date
4. Representations & Warranties
5. Covenants
6. Governing Law & Forum Selection
7. General Provisions
8. Execution Block
9. Exhibit A – Registered Agent’s Written Consent

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1. DOCUMENT HEADER

STATEMENT made this ___ day of __________, 20___ (the “Effective Date”) by [LEGAL NAME OF ENTITY], a [ ☐ Alaska | ☐ Foreign (State/Province of Origin: __________) ] [Entity Type] (the “Entity”), pursuant to the applicable provisions of Title 10 of the Alaska Statutes (the “Alaska Entity Acts”) and the Entity’s governing documents.

WHEREAS, the Entity desires to designate a registered agent and registered office in the State of Alaska, or to change its existing registered agent and/or registered office, as required under the Alaska Entity Acts;

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2. DEFINITIONS

For purposes of this Registered Agent Filing, capitalized terms have the meanings set forth below. Any term used but not defined herein shall have the meaning ascribed to it in the Alaska Entity Acts.

“Division” means the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing.

“Registered Agent” means the individual or domestic or foreign entity that maintains a permanent physical address in Alaska and is designated to receive service of process and official notices on behalf of the Entity.

“Registered Office” means the physical street address (not a P.O. Box) in Alaska where the Registered Agent is located and at which service of process may be made.

“Statement” means this Alaska Statement of Designation / Change of Registered Agent and Registered Office, together with all exhibits and attachments hereto.

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3. OPERATIVE PROVISIONS

3.1 Designation or Change of Registered Agent and Registered Office

(a) Current Appointment (complete if making a change):
 • Current Registered Agent: [___]
 • Current Registered Office: [Street], [City], Alaska [ZIP]

(b) New Appointment (complete for designation or change):
 • New Registered Agent Legal Name: [___]
  ☐ Individual (Alaska resident) ☐ Business Entity (AK Entity # __________)
 • Physical Street Address (Registered Office): [Street], [City], Alaska [ZIP]
 • Mailing Address (if different): [___]

[// GUIDANCE: The physical street address must be identical to the Registered Agent’s physical location; no P.O. Boxes are permitted under Alaska law.]

(c) The Entity hereby ☐ designates ☐ changes to the Registered Agent and Registered Office listed in Section 3.1(b). Upon the Effective Date, such Registered Agent and Registered Office shall be the exclusive registered agent and registered office for the Entity in Alaska until duly changed pursuant to the Alaska Entity Acts.

3.2 Effective Date

This Statement shall become effective (check one):
☐ Upon filing by the Division. ☐ At ___ a.m./p.m. Alaska Time on __________, 20___ (not to exceed 90 days after filing).

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4. REPRESENTATIONS & WARRANTIES

The Entity represents and warrants to the Division and all persons relying hereon that:

(a) The information contained in this Statement is true, correct, and complete as of the Effective Date.

(b) The execution, delivery, and filing of this Statement have been duly authorized by all necessary corporate, company, or partnership action of the Entity.

(c) The individual executing this Statement on behalf of the Entity possesses actual authority to bind the Entity for this purpose.

(d) If the Entity is foreign, it is in good standing in its jurisdiction of formation and has authority to transact business in Alaska.

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5. COVENANTS

(a) Continuous Maintenance. The Entity shall continuously maintain a Registered Agent and Registered Office in the State of Alaska as required by the Alaska Entity Acts, and shall promptly file a new statement of change with the Division if the Registered Agent or Registered Office is discontinued, resigns, or otherwise becomes noncompliant.

(b) Notification Obligation. The Entity shall provide prompt written notice to the Registered Agent of any change to the Entity’s legal name, principal office address, or status in its jurisdiction of formation.

(c) Indemnity. The Entity shall indemnify the Registered Agent against any loss, liability, or cost arising out of the Entity’s failure to maintain current and accurate information on file with the Division.

[// GUIDANCE: Modify or delete the indemnity if the Registered Agent is a professional agent that requires its own engagement agreement.]

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6. GOVERNING LAW & FORUM SELECTION

This Statement and any disputes arising herefrom shall be governed by, and construed in accordance with, the laws of the State of Alaska without regard to its conflict-of-laws rules. Any proceeding arising out of or relating to this Statement shall be brought exclusively in the Alaska state courts having business-entity jurisdiction located in [Forum Selection: state_business_court], and each party hereby submits to the personal jurisdiction thereof.

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7. GENERAL PROVISIONS

(a) Amendments. This Statement may be amended only by the filing of a subsequent statement of change in the form prescribed by the Division.

(b) Severability. If any provision of this Statement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(c) Entire Filing. This Statement, including Exhibit A (the Registered Agent’s Written Consent), constitutes the entire filing required to effect the designation or change of the Registered Agent and Registered Office under the Alaska Entity Acts.

(d) Electronic Signatures. Pursuant to AS 09.80.010 et seq., signatures delivered via electronic means (including via the Division’s online filing system) are deemed originals and legally binding.

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8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Statement as of the Effective Date.

[// GUIDANCE: For corporations, an officer must sign; for LLCs, a manager or member; for LPs, a general partner. Attach evidence of authority if requested by the Division.]

ACKNOWLEDGMENT (Optional)
State of __________ }
County of __________ } ss.

On this ___ day of __________, 20___, before me, the undersigned notary public, personally appeared _______________________________, who acknowledged he/she is the duly authorized signatory of the Entity and that he/she executed the foregoing Statement on behalf of, and with the authority of, the Entity.

____________________________
Notary Public
My commission expires: __________

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9. EXHIBIT A – REGISTERED AGENT’S WRITTEN CONSENT

I, [REGISTERED AGENT NAME] (“Agent”), hereby consent to serve as the Registered Agent for [LEGAL NAME OF ENTITY] and to maintain the Registered Office located at [Street Address, City, Alaska ZIP] in accordance with the Alaska Entity Acts. I further certify that I am (check one):
☐ an individual resident of the State of Alaska whose physical street address is identical to the Registered Office address above;
☐ an entity authorized to transact business in Alaska, whose Alaska entity number is __________, and whose business address is identical to the Registered Office address above.

[// GUIDANCE: The Division requires a wet or approved e-signature from the Agent. This Exhibit A must accompany the filing or be incorporated into the online submission.]

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END OF TEMPLATE