STATEMENT OF CHANGE / DESIGNATION OF REGISTERED AGENT AND/OR REGISTERED OFFICE

Arkansas Code Annotated §§ 4-27-501, 4-27-502 (and corresponding provisions for other entity types)

Effective Date: [EFFECTIVE DATE]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Intentionally Omitted)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   1.1 [LEGAL ENTITY NAME], a [ENTITY TYPE] organized under the laws of the State of Arkansas (the “Entity”).
   1.2 [NEW REGISTERED AGENT NAME], the proposed registered agent (the “Registered Agent”).
   1.3 [FORMER REGISTERED AGENT NAME] (the “Former Agent”), if applicable.

2. Recitals.
   A. The Entity is duly formed and in good standing under Arkansas law and is recorded with the Arkansas Secretary of State under File No. [FILE NUMBER].
   B. Pursuant to Ark. Code Ann. §§ 4-27-501–502, the Entity desires to (i) designate a Registered Agent and/or (ii) change its registered office and registered agent.
   C. The Registered Agent meets all statutory qualifications and has consented in writing to serve in such capacity.

II. DEFINITIONS

Unless the context clearly indicates otherwise, the following terms shall have the meanings set forth below:

“Arkansas Business Court” means the Business Court Division of the Circuit Court of Pulaski County, Arkansas, or any successor forum designated by Arkansas law.

“Effective Date” means the date this Statement becomes effective as provided in Section III.5.

“Registered Agent” has the meaning assigned in Ark. Code Ann. § 4-27-501 and, for purposes of this Statement, refers to [NEW REGISTERED AGENT NAME].

“Registered Office” means the street address within the State of Arkansas at which the Registered Agent is located, as specified in Section III.1(b).

[// GUIDANCE: Add additional defined terms as needed for complex organizational structures.]

III. OPERATIVE PROVISIONS

1. Designation / Change.
   (a) Registered Agent. The Entity hereby appoints [NEW REGISTERED AGENT NAME], whose consent appears in the Execution Block, as its Registered Agent in the State of Arkansas.
   (b) Registered Office. The Registered Office of the Entity is hereby designated as:
   Street Address: [STREET ADDRESS]
   City: [CITY], Arkansas [ZIP]
   County: [COUNTY]
   Mailing Address (if different): [MAILING ADDRESS]
   [// GUIDANCE: A P.O. Box alone is insufficient under Arkansas law; a physical street address is mandatory.]

2. Former Agent / Office (if applicable).
   The Former Agent was [FORMER REGISTERED AGENT NAME] located at [FORMER STREET ADDRESS], Arkansas [ZIP]. Upon the Effective Date, the Former Agent’s authority to act ceases.

3. Entity Information.
   (a) Exact Legal Name: [LEGAL ENTITY NAME].
   (b) Entity Type: [CORPORATION / LLC / LP / LLP / NON-PROFIT / OTHER].
   (c) State or Country of Formation (if foreign): [STATE OR COUNTRY].

4. Consideration. This Statement is executed for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

5. Effective Date.
   This Statement shall be effective:
   ☐ Upon filing by the Arkansas Secretary of State.
   ☐ On the following future date (not more than 90 days after filing): [DEFERRED EFFECTIVE DATE].

IV. REPRESENTATIONS & WARRANTIES

1. Entity Authority. The Entity represents and warrants that:
   (a) It is duly organized, validly existing, and in good standing under Arkansas law.
   (b) The undersigned individual signing on its behalf is duly authorized to execute and deliver this Statement.

2. Registered Agent Qualifications. The Entity and the Registered Agent each represent and warrant that the Registered Agent:
   (a) Is either (i) an individual resident of Arkansas or (ii) a business entity authorized to transact business in Arkansas.
   (b) Maintains a business office identical to the Registered Office set forth in Section III.1(b).

3. Accuracy of Information. All information contained herein is true, correct, and complete as of the date of execution.

4. Survival. The representations and warranties set forth in this Section IV shall survive the filing of this Statement.

V. COVENANTS & RESTRICTIONS

1. Ongoing Compliance. The Entity covenants that it will:
   (a) Continuously maintain a registered agent and registered office in Arkansas as required by law.
   (b) Promptly file an amended statement if any information herein becomes inaccurate.

2. Notice Obligations. The Entity shall provide written notice to the Registered Agent of any change in its legal name, status, or principal business address within ten (10) business days of such change.

3. Restrictions. No party may assign its obligations under this Statement except as permitted by Arkansas law and upon the filing of an appropriate amendment with the Arkansas Secretary of State.

VI. DEFAULT & REMEDIES

1. Events of Default. The following shall constitute an “Event of Default”:
   (a) Failure of the Entity to maintain a registered agent or office as required by law.
   (b) Revocation or resignation of the Registered Agent without timely designation of a successor.

2. Cure Period. Upon written notice of default, the Entity shall have ten (10) business days to cure the default by filing appropriate corrective documentation.

3. Remedies. If an Event of Default is not cured within the prescribed period, the Registered Agent may (i) resign pursuant to Ark. Code Ann. § 4-27-502(c) and (ii) seek reimbursement for reasonable costs incurred in connection with such resignation, including filing fees and delivery expenses.

4. Attorneys’ Fees. In any action to enforce the terms of this Statement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION (INTENTIONALLY OMITTED)

[// GUIDANCE: Indemnification, liability caps, and insurance requirements are not customary or necessary in a statutory filing of this nature and are therefore omitted.]

VIII. DISPUTE RESOLUTION

1. Governing Law. This Statement shall be governed by, and construed in accordance with, the laws of the State of Arkansas (without regard to conflicts-of-law principles).

2. Forum Selection. The parties agree that any dispute arising out of or relating to this Statement shall be brought exclusively in the Arkansas Business Court.

3. Arbitration; Jury Waiver; Injunctive Relief. Not applicable under the Parties’ express agreement and the metadata provided.

IX. GENERAL PROVISIONS

1. Amendment and Waiver. No amendment or waiver of any provision of this Statement shall be effective unless in writing and filed with the Arkansas Secretary of State to the extent required by law.

2. Assignment. Assignment of obligations hereunder is prohibited except as expressly permitted by Arkansas law.

3. Successors and Assigns. This Statement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

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

5. Entire Agreement. This Statement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior statements and understandings.

6. Counterparts. This Statement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7. Electronic Signatures. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Statement as of the dates set forth below.

ENTITY EXECUTION

[LEGAL ENTITY NAME]
By: _____
Name: [SIGNATORY NAME]
Title: [AUTHORIZED OFFICER / MANAGER / PARTNER]
Date: _________

REGISTERED AGENT CONSENT & ACCEPTANCE

I, [NEW REGISTERED AGENT NAME], hereby consent to serve as Registered Agent for [LEGAL ENTITY NAME] in accordance with Arkansas law and agree to forward to the Entity at its last known address any process, notice, or demand served upon me as such agent.

[NEW REGISTERED AGENT NAME]
Date: _________

NOTARIZATION (OPTIONAL / IF REQUIRED BY FINANCIAL INSTITUTION OR INTERNAL POLICY)

State of Arkansas )
County of ______ )

On this _ day of _, 20_, before me, the undersigned Notary Public, personally appeared ___, known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.

Notary Public
My Commission Expires: ____

[// GUIDANCE: Arkansas statute does not require notarization of the filing itself; however, many practitioners include it for evidentiary purposes or internal governance.]

FILING INSTRUCTIONS

1. Deliver one (1) signed original of this Statement, together with the requisite filing fee ($50 for most entities; confirm current fee) to:
   Business & Commercial Services Division
   Arkansas Secretary of State
   1401 W. Capitol Ave., Suite 250
   Little Rock, AR 72201

2. Checks should be made payable to “Arkansas Secretary of State.”

3. The filing may also be submitted online at https://www.sos.arkansas.gov/ if digital filing is preferred.
4. Retain a stamped copy for the Entity’s minute book.

[// GUIDANCE: Always verify current filing fees, accepted payment methods, and processing times on the Secretary of State’s official website prior to submission.]