FLORIDA

STATEMENT OF DESIGNATION / CHANGE OF REGISTERED AGENT

AND REGISTERED OFFICE

[// GUIDANCE: This template is intended for use by Florida corporations or limited liability companies when designating an initial registered agent or changing a previously-appointed registered agent and/or registered office. It is designed to satisfy the requirements of Fla. Stat. § 607.0501 (corporations) and Fla. Stat. § 605.0113 (LLCs). Practitioners should confirm the correct statute and check for any legislative amendments prior to filing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block

1. DOCUMENT HEADER

1.1 Title
 STATEMENT OF DESIGNATION / CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE

1.2 Parties
 (a) “[​Company​]” – [legal name of Florida or foreign entity]
 (b) “[​New Agent​]” – [individual name OR entity name]

1.3 Recitals
 A. The Company is organized under the laws of [state of formation] and is authorized to transact business in the State of Florida.
 B. Pursuant to Fla. Stat. § 607.0501 or § 605.0113, the Company is required to maintain a registered agent and registered office in Florida.
 C. The Company now desires to (i) designate a registered agent and registered office or (ii) change its existing registered agent and/or registered office, and the New Agent consents to such appointment.

1.4 Effective Date
 This Statement shall become effective on the date it is filed and indexed by the Florida Department of State, Division of Corporations or on [delayed effective date not to exceed 90 days], whichever is later (“Effective Date”).

1.5 Governing Law
 This Statement and any dispute arising hereunder shall be governed by and construed in accordance with the Florida Business Corporation Act or the Florida Revised Limited Liability Company Act, as applicable (“Florida Corporate Law”).

2. DEFINITIONS

The following terms shall have the meanings set forth below:

“Florida Business Court” means any court of competent jurisdiction in the State of Florida having authority over corporate or company matters pursuant to Florida Corporate Law.

“Registered Agent” means an individual resident of Florida or a domestic or foreign entity authorized to transact business in Florida and appointed under Florida Corporate Law to accept service of process and official notices on behalf of the Company.

“Registered Office” means the street address in Florida (not a post office box) where the Registered Agent maintains a business office and where service of process may be delivered.

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

3. OPERATIVE PROVISIONS

3.1 Designation / Change
 (a) The Company hereby appoints New Agent as its Registered Agent in the State of Florida.
 (b) The street address of the Registered Office is:
  • [Street Address (no P.O. Box)]
  • [City], Florida [ZIP]
 (c) This Statement supersedes and replaces all prior statements filed with respect to the Registered Agent and Registered Office of the Company in Florida.

3.2 Qualification of Registered Agent
 The New Agent represents that it meets all statutory qualifications, including:
  i. If an individual – being at least 18 years of age and a resident of Florida; or
  ii. If an entity – being organized, or authorized to transact business, in Florida.

3.3 Consent of Registered Agent
 The New Agent hereby accepts the appointment as Registered Agent and agrees to comply with all duties imposed by Florida Corporate Law, including the prompt forwarding of any process, notice, or demand served upon it to the Company at:
  • [Company’s Mailing Address]

3.4 Change of Address of Registered Office (If Applicable)
 The Registered Agent may change the address of the Registered Office by filing the requisite statement with the Florida Department of State and giving written notice to the Company at least 30 days prior to such filing.

4. REPRESENTATIONS & WARRANTIES

4.1 By the Company
 (a) The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
 (b) The execution, delivery, and filing of this Statement have been duly authorized by all necessary company action, including resolutions of the board of directors, managers, or members, as applicable.

4.2 By the New Agent
 (a) The New Agent has full power and authority to act as registered agent for the Company in Florida.
 (b) All information provided in this Statement is true, correct, and complete as of the Execution Date.

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

5. COVENANTS

5.1 Ongoing Compliance
 The Company shall maintain a registered agent and registered office in Florida at all times in accordance with Florida Corporate Law.

5.2 Notice of Change
 If the Company intends to change its registered agent or registered office, it shall deliver to the outgoing registered agent written notice at least 30 days before the anticipated filing date.

6. DEFAULT & REMEDIES

6.1 Event of Default
 Failure of the Company to maintain a Registered Agent and Registered Office as required by Florida Corporate Law constitutes an event of default under such law and may result in administrative dissolution or revocation of authority to transact business in Florida.

6.2 Remedies
 Upon any such default, the Florida Department of State may proceed with statutory remedies, including but not limited to administrative dissolution (corporations) or administratively dissolving or revoking the Company’s authority (LLCs).

7. DISPUTE RESOLUTION

Any dispute arising from or relating to this Statement shall be brought exclusively in a state business court located in the State of Florida, and each party irrevocably submits to the jurisdiction of such courts. Arbitration and jury trial waivers are not applicable.

8. GENERAL PROVISIONS

8.1 Amendments
 This Statement may be amended only by filing an appropriate amendment with the Florida Department of State in accordance with Florida Corporate Law.

8.2 Severability
 If any provision of this Statement is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

8.3 Entire Statement
 This Statement constitutes the entire designation or change filing with respect to the Registered Agent and Registered Office and supersedes all prior filings on the subject matter herein.

8.4 Electronic Filing and Signatures
 To the fullest extent permitted by law, this Statement may be filed electronically and signed with electronic signatures that are deemed to be original signatures for all purposes.

9. EXECUTION BLOCK

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

A. COMPANY

By: [Name of Authorized Officer / Manager]
Title: [Title]
Date: ____, 20___

B. NEW REGISTERED AGENT – CONSENT TO APPOINTMENT

As evidenced by the signature below, the undersigned hereby accepts the appointment as Registered Agent and states that the information contained in this Statement is accurate.

[Name of Individual Agent OR Authorized Signatory of Entity Agent]
Title (if entity agent): __
Date: __, 20___

[// GUIDANCE: Florida does not require notarization or witnesses for this filing. Attach the completed form to the Division of Corporations’ online filing portal or deliver it by mail with the required filing fee. Verify current fees and accepted payment methods at https://dos.myflorida.com/.]