REGISTERED AGENT DESIGNATION & CHANGE AGREEMENT
(California)
[// GUIDANCE: This template is intentionally drafted more comprehensively than the California Secretary of State (“SOS”) filing forms so that counsel can (i) document internal corporate authority, (ii) obtain the new agent’s written consent, and (iii) generate the statutory filing in one integrated package. Delete or tailor any provisions not needed for the specific transaction.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Reserved)
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibit A – California SOS Filing Sheet (User-Editable)
- Exhibit B – Consent of Registered Agent
1. DOCUMENT HEADER
1.1 Title & Parties
This Registered Agent Designation & Change Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
a. [LEGAL NAME OF ENTITY], a [California / Foreign] [corporation / limited liability company / limited partnership / other] (the “Company”); and
b. [LEGAL NAME OF NEW AGENT], a [☐ natural person resident of California / ☐ corporate agent that has filed a current Form 1505 with the California SOS] (the “Registered Agent”).
1.2 Recitals
WHEREAS, the Company is required under applicable California corporate law to maintain a registered agent and registered office in the State of California for service of process;
WHEREAS, the Company desires to revoke the appointment of its current registered agent and designate the Registered Agent in accordance with California Corporations Code Sections 1502, 1505, 1702, and 17701.13, as applicable; and
WHEREAS, the Registered Agent is willing to accept such designation upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
2. DEFINITIONS
Capitalized terms used but not defined elsewhere have the following meanings:
“California Corporate Law” means Title 1, Division 1 of the California Corporations Code (Cal. Corp. Code) and, for limited liability companies, Title 2.6 thereto, each as amended.
“CA Filing” has the meaning set forth in Section 3.4.
“Effective Date” has the meaning given in Section 1.1.
“Former Agent” means the registered agent of record for the Company immediately prior to the Effective Date, if any.
“Registered Agent” has the meaning given in Section 1.1.
3. OPERATIVE PROVISIONS
3.1 Appointment
a. The Company hereby revokes the authority of the Former Agent (if any) effective as of 11:59 p.m. Pacific Time on the day immediately preceding the Effective Date.
b. The Company appoints the Registered Agent as its agent for service of process in the State of California effective as of 12:00 a.m. Pacific Time on the Effective Date.
3.2 Registered Office
The Company designates the following street address (no P.O. Box) in the State of California as its registered office (the “Registered Office”):
[STREET ADDRESS]
[CITY], California [ZIP]
[// GUIDANCE: If the Registered Agent is a corporate 1505 agent, delete the address block above because SOS does not accept an address for 1505 agents.]
3.3 Service of Process
The Registered Agent shall accept, on behalf of the Company, any and all lawful service of process, notices, or demands required or permitted by law to be served upon the Company and shall promptly forward the same to the individual below via a trackable overnight delivery service and electronic copy:
Attention: [AUTHORIZED OFFICER]
Email: [EMAIL ADDRESS]
Phone: [PHONE NUMBER]
3.4 Statutory Filing
Within five (5) business days after the Effective Date (or such shorter period as may be required by California Corporate Law), the Company shall file with the SOS a duly completed Statement of Information (for corporations, Form SI-550; for LLCs, Form LLC-12; or any successor form) or other applicable change form (collectively, the “CA Filing”) reflecting the appointment made herein.
3.5 Term
The appointment shall continue until (a) the Company appoints a successor registered agent in accordance with California Corporate Law and files the corresponding amendment or (b) the Agreement is earlier terminated in accordance with Section 5.3.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual
Each party represents and warrants that:
a. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
b. This Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation enforceable against such party in accordance with its terms.
4.2 Company
The Company further represents and warrants that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
b. All corporate or other internal authorizations necessary to approve the appointment of the Registered Agent have been obtained, including any required board or member resolution.
4.3 Registered Agent
The Registered Agent further represents and warrants that:
a. If an individual, the Registered Agent is a resident of the State of California and at least 18 years of age.
b. If a corporate agent, it has on file with the SOS a valid Certificate pursuant to Cal. Corp. Code § 1505.
c. The Registered Agent has consented to act as the Company’s agent for service of process and will perform the duties set forth herein and in California Corporate Law.
All representations and warranties shall survive the Effective Date for so long as the appointment remains in effect.
5. COVENANTS & RESTRICTIONS
5.1 Company Covenants
a. Maintenance – The Company shall at all times maintain a duly qualified registered agent and registered office in California as required by law.
b. Information Updates – The Company shall promptly notify the Registered Agent in writing of any change to its principal business address, email, or contact information.
5.2 Registered Agent Covenants
a. Forwarding – The Registered Agent shall forward all service documents to the Company within two (2) business days of receipt.
b. Recordkeeping – The Registered Agent shall maintain customary logs evidencing receipt and forwarding of process for not less than three (3) years.
5.3 Termination & Resignation
a. The Company may terminate the Registered Agent’s appointment at any time upon not less than thirty (30) days’ prior written notice and contemporaneous filing of a successor CA Filing.
b. The Registered Agent may resign in accordance with Cal. Corp. Code § 1503 (corporations) or § 17701.16 (LLCs) by providing the Company and SOS not less than thirty (30) days’ prior written notice.
6. DEFAULT & REMEDIES
6.1 Events of Default
The following constitute a default:
1. Failure by the Registered Agent to forward service documents within the timeframe stated in Section 5.2(a).
2. Failure by the Company to file the CA Filing within the period required under Section 3.4.
6.2 Cure Period
The non-defaulting party shall provide written notice specifying the default. The defaulting party shall have ten (10) business days to cure.
6.3 Remedies
If a default is not cured within the cure period, the non-defaulting party may exercise any rights and remedies available at law or in equity, including (a) specific performance, (b) termination of this Agreement, and/or (c) recovery of reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
7. RISK ALLOCATION
[Reserved – Indemnification, liability caps, and insurance provisions are intentionally omitted per Metadata.]
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the internal laws of the State of California without regard to conflict-of-laws rules.
8.2 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the Business Litigation Program of the Superior Court of the State of California, County of [COUNTY], and waive any objection based on improper venue or inconvenient forum.
8.3 Injunctive Relief
Nothing herein limits either party’s right to seek temporary, preliminary, or permanent injunctive relief in the designated forum to protect its rights under this Agreement.
[// GUIDANCE: Arbitration and jury waiver are “not applicable” per Metadata; omit accordingly.]
9. GENERAL PROVISIONS
9.1 Amendment – No amendment or waiver of this Agreement is effective unless in writing and signed by both parties.
9.2 Assignment – Neither party may assign its rights or delegate its duties hereunder without the prior written consent of the other, except that the Company may assign to a successor-in-interest in connection with a merger, consolidation, or sale of substantially all assets.
9.3 Severability – If any provision is held unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
9.4 Entire Agreement – This Agreement (including all Exhibits) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written understandings.
9.5 Counterparts – This Agreement may be executed in one or more counterparts (including by electronic signature), each of which is deemed an original and all of which constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
COMPANY
[NAME & TITLE]
[LEGAL NAME OF ENTITY]
Date: _______
REGISTERED AGENT
☐ Individual
[AGENT NAME]
OR
☐ Corporate 1505 Agent
[AGENT NAME], a California corporation
By: _____
Name: ____
Title: _______
Date: _______
[// GUIDANCE: Notarization is generally not required for the SOS filing but may be added below if desired.]
11. EXHIBIT A – CALIFORNIA SOS FILING SHEET
[// GUIDANCE: Replace brackets with live data before filing. Attach additional pages if the SOS revises its forms.]
Registered Corporate Name: [____]
Entity Number (CA SOS): [___]
Type of Filing:
☐ Corporation – Statement of Information (SI-550)
☐ Limited Liability Company – Statement of Information (LLC-12)
☐ Other (specify) _____
- New Agent for Service of Process:
• Name (individual or 1505 corporate agent exactly as registered): [____]
• Street Address (if individual): [______] - Registered Office: [________]
- Effective Date of Change: [________]
- Signature of Authorized Officer: _____
Name & Title: [__]
Date: _____
12. EXHIBIT B – CONSENT OF REGISTERED AGENT
The undersigned hereby consents to serve as the agent for service of process for [LEGAL NAME OF ENTITY] in the State of California and confirms that the address provided above is a physical street address at which the undersigned will be available during normal business hours.
☐ Individual Agent
[AGENT NAME]
Date: _______
☐ Corporate 1505 Agent
[LEGAL NAME OF 1505 AGENT]
By: _____
Name: ___
Title: ____
Date: ___
[// GUIDANCE: Verify that the completed SOS form is filed (a) within 90 days of the change for corporations under Cal. Corp. Code § 1502 and (b) within any other applicable statutory deadline (e.g., 90 days after registration for new entities). Attach evidence of filing to the corporate minute book.]