STATEMENT OF DESIGNATION OR CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE (COLORADO)
(the “Statement”)
[// GUIDANCE: This template is intended for use by Colorado‐formed or Colorado‐qualified entities (“Entity”) that are appointing a new registered agent or changing their existing registered agent/registered office pursuant to C.R.S. § 7-90-701 et seq. It is drafted as a combined internal resolution/consent and filing-ready statement. Practitioners may file directly with the Colorado Secretary of State via the on-line portal or by paper (rare). Customize bracketed items, remove guidance comments, and ensure consistency before execution and filing.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Reserved)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
I. DOCUMENT HEADER
- Entity: [ENTITY NAME], a [Colorado / Foreign — State of ____] [corporation / limited liability company / limited partnership / other] (the “Entity”).
- Registered Agent: [REGISTERED AGENT NAME] (the “Registered Agent”).
- Registered Office: [REGISTERED AGENT STREET ADDRESS], [City], County of [____], Colorado [ZIP] (the “Registered Office”). P.O. Boxes are not permissible.
- Effective Date: [EFFECTIVE DATE] (or, if later, upon acceptance by the Colorado Secretary of State).
- Governing Law: Colorado Corporations and Associations Act, Colo. Rev. Stat. § 7-90-101 et seq. (the “Act”).
- Consideration: Mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged.
II. DEFINITIONS
For purposes of this Statement, the following terms shall have the meanings set forth below, with grammatical variations construed accordingly:
“Act” – See Header § 5.
“Business Court” – The district court division of the State of Colorado designated to hear complex commercial matters, or if none, the state court of general jurisdiction located in Denver County.
“Consent” – The written acknowledgment of the Registered Agent accepting its appointment as required under § 7-90-701.
“Entity” – See Header § 1.
“Registered Agent” – See Header § 2.
“Registered Office” – See Header § 3.
“Secretary of State” – The Secretary of State of the State of Colorado.
III. OPERATIVE PROVISIONS
3.1 Appointment or Change. The Entity hereby (check one) ☐ appoints / ☐ changes its registered agent and registered office in the State of Colorado to the Registered Agent at the Registered Office, in full compliance with Colo. Rev. Stat. § 7-90-701(1)-(2).
3.2 Acceptance and Consent. The Registered Agent accepts the foregoing appointment and provides its Consent as evidenced by its signature in Section X.
3.3 Filing Authorization. The [Board of Directors / Managers / General Partner] of the Entity authorizes [AUTHORIZED FILER NAME] to execute, deliver, and file this Statement with the Secretary of State, and to take any related action necessary or desirable to effectuate the intent hereof.
3.4 Effectiveness. This Statement shall become effective on the Effective Date, subject to acceptance for filing by the Secretary of State.
3.5 Duration. The appointment shall continue until (a) the Entity files a subsequent statement changing the registered agent or office, or (b) the Registered Agent resigns in accordance with the Act.
IV. REPRESENTATIONS & WARRANTIES
4.1 By the Entity. The Entity represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it is authorized to transact business in Colorado (Entity ID No. [____]);
(c) the execution and filing of this Statement have been duly authorized in accordance with the Entity’s governing documents and applicable law.
4.2 By the Registered Agent. The Registered Agent represents and warrants that:
(a) if an individual, the Registered Agent is at least 18 years of age and has a primary residence or usual place of business at the Registered Office;
(b) if an entity, the Registered Agent is authorized to transact business or is formed under the laws of Colorado and maintains its usual place of business at the Registered Office;
(c) the Registered Office is a physical street address located in Colorado and is not a post office box;
(d) it has reviewed and understands the duties of a registered agent under the Act and will comply therewith;
(e) its execution of this Statement constitutes its Consent to serve pursuant to Colo. Rev. Stat. § 7-90-701(3).
4.3 Survival. The representations and warranties set forth in this Section IV shall survive the filing of this Statement.
V. COVENANTS & RESTRICTIONS
5.1 Registered Agent Duties. The Registered Agent shall:
(a) maintain the Registered Office during normal business hours;
(b) receive service of process, governmental communications, and other official notices on behalf of the Entity;
(c) promptly forward all such items to the Entity at the address set forth in Section X or such other address as the Entity may designate in writing.
5.2 Entity Duties. The Entity shall:
(a) keep the Registered Agent informed of the Entity’s current mailing address and principal office;
(b) promptly reimburse the Registered Agent for any reasonable out-of-pocket costs incurred in forwarding official documents (if applicable).
5.3 Notice of Change. Should either party desire to change the Registered Agent or Registered Office, it shall give at least ten (10) days’ prior written notice to the other party and comply with the Act’s filing requirements.
VI. DEFAULT & REMEDIES
6.1 Events of Default. The occurrence of any of the following shall constitute a default:
(a) failure of the Entity to pay agreed-upon forwarding costs within thirty (30) days of invoice;
(b) failure of the Registered Agent to maintain the Registered Office or forward documents as required;
(c) material breach of any representation, warranty, or covenant herein.
6.2 Cure Period. The non-defaulting party shall provide written notice of default and a ten (10) day opportunity to cure before exercising remedies.
6.3 Remedies. If the default is not timely cured, the non-defaulting party may:
(a) terminate the Registered Agent’s appointment (if the Entity);
(b) resign as registered agent pursuant to the Act (if the Registered Agent);
(c) seek any other relief available at law or in equity.
6.4 Attorneys’ Fees. The prevailing party in any action to enforce this Statement shall be entitled to reasonable attorneys’ fees and costs.
VII. RISK ALLOCATION
[Reserved – Indemnification, liability caps, and insurance provisions are not applicable per engagement parameters.]
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Statement shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to its conflict-of-law rules.
8.2 Forum Selection. Any action arising out of or relating to this Statement shall be brought exclusively in the Business Court (as defined herein) or, if such court lacks jurisdiction, in any state court of competent jurisdiction located in Denver County, Colorado.
8.3 Arbitration. Not applicable.
8.4 Jury Waiver. Not applicable.
8.5 Injunctive Relief. Not applicable.
IX. GENERAL PROVISIONS
9.1 Amendment and Waiver. This Statement may be amended only by a writing signed by both parties and filed with the Secretary of State where required. No waiver shall be effective unless in writing and signed by the waiving party.
9.2 Assignment and Delegation. Neither party may assign its rights or delegate its duties hereunder without the prior written consent of the other party, except that the Registered Agent may resign pursuant to the Act.
9.3 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.
9.4 Severability. If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly approximates the original intent.
9.5 Entire Agreement. This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether oral or written.
9.6 Counterparts; Electronic Signatures. This Statement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile, .pdf, or other electronic means shall be deemed original signatures for all purposes.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Statement as of the Effective Date set forth above.
ENTITY
[ENTITY NAME]
By: ______
Name: [AUTHORIZED SIGNATORY NAME]
Title: [Title/Position]
Address for Notices:
[Entity Mailing Address]
REGISTERED AGENT
☐ Individual ☐ Entity
[REGISTERED AGENT NAME]
By (if entity): ______
Name: [Agent Signatory Name]
Title: [Title]
Signature (or individual): ________
Address of Registered Office (Physical Street Address):
[REGISTERED AGENT STREET ADDRESS]
[City], Colorado [ZIP]
County: [____]
Date of Signature: [____]
[// GUIDANCE: The Registered Agent’s signature constitutes the statutorily required Consent to appointment under Colo. Rev. Stat. § 7-90-701(3). No notary is required for filing with the Colorado Secretary of State, but practitioners may add a notarial acknowledgment below for internal record-keeping.]
[OPTIONAL NOTARIZATION BLOCK]
State of Colorado )
County of ____ ) ss.
Subscribed and sworn to before me this ___ day of _, 20_, by ____ as ____ of ________.
Notary Public
My commission expires: ____
[// GUIDANCE: After execution, file electronically at https://www.sos.state.co.us/biz. Retain this fully executed Statement in the Entity’s minute book together with the Secretary of State’s confirmation.]