REGISTERED AGENT DESIGNATION / CHANGE AGREEMENT

(State of Alabama)

[// GUIDANCE: Use this template when (a) initially designating a Registered Agent for an Alabama domestic or qualified foreign entity or (b) changing an existing designation. Customize all bracketed items and attach the completed Secretary of State “Statement of Change” form (Attachment A) together with the Agent’s written consent (Attachment B).]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Attachment A – Secretary of State “Statement of Change” (fillable)
Attachment B – Registered Agent’s Written Consent

I. DOCUMENT HEADER

Registered Agent Designation / Change Agreement (this “Agreement”) made and entered into as of [EFFECTIVE DATE] (“Effective Date”) by and between:

1. [ENTITY LEGAL NAME], a [domestic Alabama | foreign (State of formation)] [corporation / LLC / LP / LLP / other] (the “Company”); and
2. [NEW REGISTERED AGENT LEGAL NAME], a [individual resident of Alabama / domestic entity / foreign entity authorized to do business in Alabama] (the “Agent”).

Recitals
A. The Company is required under Ala. Code § 10A-1-5.31 to continuously maintain a registered agent and registered office in the State of Alabama capable of receiving service of process.
B. The Company desires to designate (or, if applicable, change to) the Agent as its registered agent and registered office pursuant to Ala. Code § 10A-1-5.32, and the Agent is willing to accept such designation, all on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

II. DEFINITIONS

“Business Day” – Any day other than Saturday, Sunday, or a legal holiday in the State of Alabama.
“Registered Agent” or “Agent” – The individual or entity appointed under this Agreement to receive service of process on behalf of the Company within Alabama.
“Registered Office” – The street address in Alabama (not a P.O. Box) of the Agent’s business office, identical to the Agent’s address on record with the Alabama Secretary of State (“SOS”).
“Secretary of State” or “SOS” – The Office of the Alabama Secretary of State, Business Services Division.

[// GUIDANCE: Add or delete defined terms to fit the client’s situation; keep definitions alphabetized and cross-check for consistency.]

III. OPERATIVE PROVISIONS

3.1 Appointment. The Company hereby appoints the Agent as its sole Registered Agent in the State of Alabama, and designates [REGISTERED OFFICE STREET ADDRESS], [CITY], Alabama [ZIP] as its Registered Office.

3.2 Acceptance. The Agent accepts the foregoing appointment and agrees to perform the duties of a registered agent under Alabama law.

3.3 Filing Obligation. The Company shall, within the statutory timeframe, cause the duly completed “Statement of Change of Registered Agent and/or Registered Office” (Attachment A) to be filed with the SOS, together with the Agent’s written consent (Attachment B) and any applicable state filing fee.

3.4 Effective Date. This Agreement, and the Agent’s appointment, shall become effective on the earlier of (a) the date reflected in the SOS’s stamped acknowledgement of filing, or (b) [SPECIFIC EFFECTIVE DATE IF LATER].

3.5 Term. The appointment shall continue until terminated pursuant to Section 5.3 or replaced in accordance with applicable law.

IV. REPRESENTATIONS & WARRANTIES

4.1 By the Company. The Company represents and warrants that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is (or will be) qualified to do business in Alabama;
b. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or entity action; and
c. The information set forth in Attachment A is, to the best of its knowledge, true, correct, and complete.

4.2 By the Agent. The Agent represents and warrants that:
a. If an individual, Agent is a resident of the State of Alabama at least 19 years of age; if an entity, Agent is authorized to transact business in Alabama;
b. The Registered Office is a physical street address located within Alabama where service of process may be personally served during normal business hours; and
c. Agent has full power, authority, and legal right to enter into and perform under this Agreement and has executed Attachment B evidencing consent to serve.

4.3 Survival. The representations and warranties herein shall survive the execution of this Agreement and the filing of Attachment A.

V. COVENANTS & RESTRICTIONS

5.1 Duties of the Agent. The Agent shall:
a. Maintain the Registered Office continuously open during regular business hours;
b. Promptly forward to the Company (at the address listed on Attachment A, as updated) any service of process, notice, demand, or other official communication received on the Company’s behalf; and
c. Notify the Company in writing of any change in the Registered Office address at least thirty (30) days prior to the change, to allow timely SOS filing.

5.2 Duties of the Company. The Company shall:
a. Provide the Agent with accurate and up-to-date contact information for at least one officer, manager, or authorized representative;
b. Pay (or reimburse) the statutory filing fees and any reasonable out-of-pocket expenses incurred by the Agent in performing its duties; and
c. Immediately notify the Agent of any change in its legal name, entity type, or foreign qualification status.

5.3 Termination & Replacement. Either party may terminate this Agreement upon thirty (30) days’ prior written notice; provided, however, that termination shall not be effective until the Company has appointed a successor registered agent in accordance with Ala. Code § 10A-1-5.31 et seq. and such successor’s consent has been filed with the SOS.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute defaults:
a. Company’s failure to maintain a qualified registered agent/office as required by Alabama law;
b. Company’s failure to pay fees or reimburse expenses within fifteen (15) Business Days after written notice;
c. Agent’s failure to forward service of process within three (3) Business Days of receipt; or
d. Material breach by either party of any covenant, representation, or warranty herein and failure to cure within fifteen (15) Business Days after notice.

6.2 Remedies.
a. Upon Company default, Agent may resign in accordance with Ala. Code § 10A-1-5.36 and seek recovery of unpaid fees and costs.
b. Upon Agent default, Company may immediately appoint a successor and pursue any legal or equitable remedy available under Alabama law.
c. The parties acknowledge that failure to maintain a registered agent may subject the Company to administrative dissolution or revocation of authority to transact business in Alabama.

6.3 Attorneys’ Fees. In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs.

VII. RISK ALLOCATION

[// GUIDANCE: The metadata provided specifies “Indemnification: not applicable” and “Liability Caps: not applicable.” If indemnity or caps are desired, add them here.]

7.1 Disclaimer of Warranties. Except as expressly set forth herein, neither party makes any warranty, express or implied, including any warranty of fitness for a particular purpose or non-infringement.

7.2 Limitation of Damages. Neither party shall be liable for any indirect, special, incidental, or consequential damages arising out of this Agreement, except to the extent caused by that party’s willful misconduct or gross negligence.

7.3 Force Majeure. A party shall not be liable for failure to perform caused by events beyond its reasonable control, provided prompt written notice is given and diligent efforts are undertaken to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the domestic laws of the State of Alabama, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the [SPECIFY COUNTY] County Business Court of the State of Alabama (or, if no such specialized docket exists, the state courts sitting in that county) for any dispute arising under or relating to this Agreement.

8.3 Arbitration / Jury Waiver / Injunctive Relief. Not applicable per the parties’ metadata. Nothing herein limits either party’s right to seek provisional or emergency relief as permitted by law.

IX. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver shall be effective unless in writing and signed by both parties. A waiver of any breach shall not operate as a waiver of any other or subsequent breach.

9.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that the Company may assign to a successor by merger, conversion, or reorganization that remains subject to Alabama’s registered-agent requirement.

9.3 Successors & Assigns. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held unenforceable, the remainder shall be enforced to the maximum extent permitted, and the parties shall negotiate in good faith an enforceable substitute provision.

9.5 Entire Agreement. This Agreement, together with Attachments A and B, constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements or understandings, written or oral.

9.6 Counterparts / Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original and all of which together constitute one instrument.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

COMPANY

[ENTITY LEGAL NAME]

By: ____
Name: [AUTHORIZED SIGNATORY]
Title: [Title]
Date: ________

REGISTERED AGENT

[NEW REGISTERED AGENT LEGAL NAME]

By: ____
Name: [If entity, Authorized Signatory | If individual, print full name]
Title: [Title or “Individual”]
Date: ________

[// GUIDANCE: Notarization is not required for the Agreement itself under Alabama law, but Attachment A must be signed and could require notary acknowledgment depending on current SOS form instructions. Verify at time of filing.]

ATTACHMENT A

STATE OF ALABAMA – STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE
(for filing with Alabama Secretary of State)

[// GUIDANCE: This attachment mirrors the SOS form as of the template date. Always confirm that the official form and fee schedule have not changed before submission.]

1. Entity ID Number: [__] (look up at sos.alabama.gov)
2. Entity Legal Name: [__]
3. Current Registered Agent Name: [__]
4. Current Registered Office (street, city, AL, ZIP): [__]
5. New Registered Agent Name: [__]
6. New Registered Office (street, city, AL, ZIP – no P.O. Boxes): [__]
7. Effective Date (check one):
   ☐ Upon filing    ☐ On ____ (must not exceed 90 days)
8. Execution:
   Company Name: [_]
   By: [Authorized Signatory]  Title: [_]
   Signature: ____ Date: ____
9. NEW Registered Agent Consent: See attached written consent (Attachment B).

Filing Fee: See current SOS Business Services fee schedule.

Delivery:
• E-file portal (preferred) – or –
• Mail: Alabama Secretary of State, Business Services, P.O. Box 5616, Montgomery, AL 36103.
• Enclose self-addressed stamped envelope for acknowledgement copy.

ATTACHMENT B

WRITTEN CONSENT OF REGISTERED AGENT

Pursuant to Ala. Code § 10A-1-5.32, the undersigned hereby consents to serve as the Registered Agent and to maintain the Registered Office of:

Company Legal Name: [_]
Alabama Entity ID No.: [_]

Registered Office Address (no P.O. Box):
[Street Address]
[City], Alabama [ZIP]

The undersigned affirms that the address listed above is identical to the undersigned’s business office address and that the undersigned understands the obligations of a registered agent under Alabama law.

[NEW REGISTERED AGENT LEGAL NAME]
By: _____
Name/Title (if entity) | Signature (if individual)
Date: ____

[// GUIDANCE: Attach this executed consent behind the SOS form when filing. The SOS will reject the filing if the consent is missing or incomplete.]

[// GUIDANCE TO PRACTITIONER:
1. Verify that the chosen Agent satisfies Ala. Code §§ 10A-1-5.31 to -5.36 (individual resident or qualified business entity; physical office in Alabama).
2. Attach any internal board resolution or manager/member consent authorizing the filing if required by the Company’s governance documents.
3. Confirm current SOS filing fees and accepted payment methods (check, credit card, or Prepaid Account).
4. After filing, retain the SOS-stamped acknowledgement with the Company’s minute book.]

© [YEAR] [LAW FIRM NAME OR AUTHOR]. All rights reserved.