CERTIFICATE OF CHANGE / DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE

(Delaware Domestic Corporation)

[// GUIDANCE: This template package is designed for use exclusively with Delaware domestic corporations and complies with 8 Del. C. §§ 132–133. It includes (A) the filing certificate, (B) the registered agent’s written consent, and (C) an authorizing board resolution. Delete any bracketed guidance before finalizing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants
6. Default & Remedies (Intentionally Omitted – Not Applicable)
7. Risk Allocation (Intentionally Omitted – Not Applicable)
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits
    • Exhibit A – Registered Agent’s Written Consent
    • Exhibit B – Board Resolution Approving Change / Designation

1. DOCUMENT HEADER

Certificate Title: Certificate of Change / Designation of Registered Agent and Registered Office
Corporation: [FULL LEGAL NAME OF CORPORATION], a Delaware corporation (“Corporation”)
Governing Law: 8 Del. C. (Delaware General Corporation Law) (“DGCL”)
Effective Time: [EFFECTIVE DATE AND, IF DESIRED, TIME (MUST BE ≤ 90 DAYS AFTER FILING)]
Filing Authority: Delaware Secretary of State — Division of Corporations
Governing Law & Forum: State corporate law; exclusive jurisdiction in the Court of Chancery of the State of Delaware

2. DEFINITIONS

For purposes of this Certificate:

“DGCL” means the Delaware General Corporation Law, 8 Del. C. §§ 101 et seq.

“New Registered Agent” means [FULL LEGAL NAME OF NEW REGISTERED AGENT], a [TYPE OF ENTITY / “natural person”] meeting DGCL § 132(a) requirements.

“New Registered Office” means the street address located at [STREET ADDRESS, CITY, COUNTY, DELAWARE ZIP], which address is identical to the New Registered Agent’s business office as required by DGCL § 132(a).

“Certificate” means this Certificate of Change / Designation of Registered Agent and Registered Office.

3. OPERATIVE PROVISIONS

3.1 Change / Designation. Pursuant to DGCL §§ 132 and 133, the Corporation hereby:
    (a) revokes the appointment of [FULL LEGAL NAME OF CURRENT AGENT] as its registered agent; and
    (b) designates the New Registered Agent at the New Registered Office.

3.2 Authorization. The change/designation set forth herein was authorized by a resolution duly adopted by the Corporation’s Board of Directors on [BOARD APPROVAL DATE], a copy of which is attached hereto as Exhibit B.

3.3 Filing & Effectiveness. The Corporation shall cause this Certificate to be executed and filed with the Delaware Secretary of State. Subject to DGCL § 103(d), this Certificate shall become effective on the Effective Time specified in the Document Header.

3.4 Continuing Obligation. The Corporation shall continuously maintain a registered agent and registered office in the State of Delaware as required by DGCL § 132.

4. REPRESENTATIONS & WARRANTIES

4.1 By the Corporation. The Corporation represents that:
    (i) it is a corporation validly existing under the DGCL and is in good standing with the Delaware Secretary of State;
    (ii) the execution, delivery, and filing of this Certificate have been duly authorized; and
    (iii) the Certificate is accurate and complete in all material respects.

4.2 By the New Registered Agent. The New Registered Agent represents that it (or he/she) (a) satisfies the eligibility requirements of DGCL § 132(a), (b) maintains the New Registered Office as a physical street address (no P.O. Box), and (c) has executed the Written Consent attached hereto as Exhibit A.

5. COVENANTS

5.1 Obligations of New Registered Agent. The New Registered Agent shall:
    (a) accept service of process and all governmental communications on behalf of the Corporation;
    (b) promptly forward same to the Corporation in accordance with DGCL § 132(b); and
    (c) maintain the New Registered Office continuously while serving as registered agent.

5.2 Obligations of the Corporation. The Corporation shall:
    (a) remain in good standing with the Delaware Secretary of State;
    (b) promptly notify the New Registered Agent of any change to the Corporation’s contact information; and
    (c) timely pay all statutory fees relating to this filing and any future changes of registered agent or office.

6. DEFAULT & REMEDIES

Intentionally Omitted – Not applicable to statutory filing certificates.

7. RISK ALLOCATION

Intentionally Omitted – Indemnification and liability caps not applicable per project metadata.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Certificate, and any dispute arising hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws rules.

8.2 Forum Selection. Any proceeding arising out of or relating to this Certificate shall be brought exclusively in the Court of Chancery of the State of Delaware, and each party irrevocably submits to, and waives any objection to, the exclusive jurisdiction of such court.

8.3 Arbitration & Jury Trial. Arbitration and jury-trial waiver provisions are intentionally omitted as not applicable.

9. GENERAL PROVISIONS

9.1 Amendments. This Certificate may be amended only by filing a subsequent certificate with the Delaware Secretary of State in accordance with DGCL § 133.

9.2 Severability. Should any provision of this Certificate be determined invalid under applicable law, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

9.3 Entire Instrument. This Certificate, together with the Exhibits hereto, constitutes the entire instrument relating to the subject matter hereof.

9.4 Counterparts & Electronic Signatures. This Certificate may be executed in any number of counterparts, each of which shall be deemed an original. A .PDF, facsimile, or electronically-signed counterpart shall be deemed an original for all purposes under the DGCL and the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.).

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Certificate on the date set forth below.

Notary acknowledgment blocks may be attached if desired, though Delaware does not require notarization for filing.

11. EXHIBITS

Exhibit A

WRITTEN CONSENT OF REGISTERED AGENT
(8 Del. C. § 132(d))

The undersigned, [FULL LEGAL NAME OF NEW REGISTERED AGENT] (“Agent”), hereby consents to serve as the registered agent and to maintain the registered office of [FULL LEGAL NAME OF CORPORATION], a Delaware corporation, at the address of [STREET ADDRESS, CITY, COUNTY, DELAWARE ZIP], in accordance with 8 Del. C. § 132.

| _______ | Date: [●] |
| Signature of Authorized Signatory | |
| Name: [PRINTED NAME] | |
| Title/Capacity: [TITLE OR “Individual”] | |

Exhibit B

BOARD RESOLUTION APPROVING CHANGE / DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE

[// GUIDANCE: Incorporate into minutes or use as a stand-alone written consent under DGCL § 141(f).]

RESOLVED, that the Corporation hereby revokes the appointment of [CURRENT AGENT], and designates [FULL LEGAL NAME OF NEW REGISTERED AGENT] as its registered agent in the State of Delaware, and designates [STREET ADDRESS, CITY, COUNTY, DELAWARE ZIP] as its registered office, effective upon the filing of, and at the effective time stated in, the Certificate of Change / Designation of Registered Agent and Registered Office; and be it

FURTHER RESOLVED, that [AUTHORIZED OFFICER NAME & TITLE] is authorized and directed to execute, deliver, and file with the Delaware Secretary of State such certificate and any ancillary documents, to pay all related fees, and to take any further action deemed necessary or advisable to carry out the foregoing resolutions.

[// GUIDANCE: 1) Verify that the street address is not a P.O. Box. 2) Confirm that the new agent is either (a) an individual Delaware resident or (b) an entity qualified to do business in Delaware. 3) File electronically (recommended) or by mail with cover sheet and statutory fee (currently \$50). 4) Retain a stamped copy for corporate records. 5) Update any third-party filings (e.g., licenses) to reflect the new registered agent information.]