REGISTERED AGENT CHANGE/DESIGNATION STATEMENT

(Georgia Business Entities – O.C.G.A. §§ 14-2-501, 14-2-502)

[// GUIDANCE: This template is intended for use by Georgia corporations, LLCs, LLPs, and LPs. Practitioners should confirm entity-specific requirements under the applicable Georgia title (e.g., O.C.G.A. Title 14, Chapters 2, 3, 8, 9, 11). Section headings track the client’s requested architecture, even where certain topics (e.g., indemnification) are not typically implicated by a registered-agent filing.]

TABLE OF CONTENTS

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

I. DOCUMENT HEADER

1.1 Title.
 Registered Agent Change/Designation Statement (the “Statement”).

1.2 Parties.
 (a) [LEGAL NAME OF ENTITY], a [Georgia corporation / Georgia limited liability company / other] (the “Entity”); and
 (b) [LEGAL NAME OF REGISTERED AGENT], [an individual resident of the State of Georgia / a Georgia-authorized business entity] (the “Registered Agent”).

1.3 Recitals.
 A. The Entity is duly organized and in good standing under the laws of the State of Georgia.
 B. Pursuant to O.C.G.A. § 14-2-501, the Entity is required to maintain a registered office and a registered agent in the State of Georgia.
 C. The Entity desires to (i) change its registered agent, (ii) change its registered office, or (iii) designate a registered agent for the first time, as indicated below.
 D. The Registered Agent is willing to accept such appointment subject to the terms herein.

1.4 Effective Date.
 This Statement shall become effective on the earlier of (a) the date and time it is filed by the Georgia Secretary of State, or (b) [DELAYED EFFECTIVE DATE, if any, not to exceed 90 days] (the “Effective Date”).

1.5 Governing Law.
 This Statement shall be governed by and construed in accordance with the Georgia Business Corporation Code and other applicable Georgia statutes (collectively, “State Corporate Law”).

II. DEFINITIONS

For purposes of this Statement, the following terms have the meanings set forth below:

“Business Court” means the State-wide Business Court of Georgia or any successor court exercising similar jurisdiction.

“Change Filing” means the electronic or paper filing made with the Georgia Secretary of State to effect the change or designation contemplated by this Statement.

“Registered Office” means the street address in the State of Georgia that is identical to the business office of the Registered Agent and is on file with the Secretary of State.

“Secretary of State” means the Office of the Georgia Secretary of State, Corporations Division.

[// GUIDANCE: Add additional defined terms if the Entity customizes beyond the standard scope.]

III. OPERATIVE PROVISIONS

3.1 Designation / Change.
 Subject to O.C.G.A. § 14-2-502, the Entity hereby (check one):

☐ designates the Registered Agent and Registered Office listed in Section 3.2 for the first time.
 ☐ changes its registered agent to the Registered Agent listed in Section 3.2.
 ☐ changes its registered office to the address listed in Section 3.2.
 ☐ changes both its registered agent and its registered office as set forth below.

3.2 Registered Agent and Registered Office.

(a) Name of Registered Agent: [FULL LEGAL NAME]

(b) Registered Office:
  Street Address (must be a physical address; no P.O. Boxes):
[NUMBER & STREET]
  City: [CITY], County: [COUNTY], State: Georgia, ZIP: [ZIP]

(c) Mailing Address (if different): [MAILING ADDRESS OR “SAME AS ABOVE”]

3.3 Authorization to File.
 The Entity authorizes [NAME/TITLE OF AUTHORIZED SIGNER] to prepare, execute, and submit the Change Filing and to take any ancillary action required to perfect the same.

3.4 Consideration.
 The parties acknowledge that the Registered Agent’s services constitute good and valuable consideration for this appointment.

3.5 Conditions Precedent.
 This appointment is conditioned upon (a) filing acceptance by the Secretary of State and (b) written consent of the Registered Agent in the form set forth in Section 10.2.

IV. REPRESENTATIONS & WARRANTIES

4.1 Entity Representations.
 (a) The Entity is duly organized, validly existing, and in good standing under State Corporate Law.
 (b) The execution of this Statement is duly authorized by all requisite corporate or organizational action.
 (c) The information set forth herein is accurate and complete as of the Execution Date (defined in Section 10.1).

4.2 Registered Agent Representations.
 (a) If an individual, the Registered Agent is a resident of the State of Georgia and over the age of eighteen (18).
 (b) If an entity, the Registered Agent is authorized to transact business in the State of Georgia and is in good standing.
 (c) The Registered Agent maintains a business office identical to the Registered Office.

4.3 Survival.
 The representations and warranties in this Section IV shall survive the Effective Date for so long as the Registered Agent remains on file with the Secretary of State.

V. COVENANTS & RESTRICTIONS

5.1 Ongoing Compliance.
 The Entity shall (a) continuously maintain a registered agent and registered office in Georgia, and (b) promptly file amendments with the Secretary of State upon any subsequent change.

5.2 Notice Obligations.
 The Entity shall give the Registered Agent not less than ten (10) days’ prior written notice of any intent to change or terminate the Registered Agent’s appointment.

5.3 Registered Agent Duty.
 The Registered Agent shall forward to the Entity at the address on file all process, notices, and demands served upon the Registered Agent within three (3) business days of receipt.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
 (a) The Entity fails to maintain a Registered Office that meets statutory requirements.
 (b) The Entity fails to pay agreed registered-agent fees within thirty (30) days of invoice.
 (c) The Registered Agent resigns or ceases to satisfy statutory qualifications.

6.2 Cure Period.
 The non-defaulting party shall provide written notice and a ten (10) day opportunity to cure any Event of Default.

6.3 Remedies.
 (a) Withdrawal. The Registered Agent may resign pursuant to O.C.G.A. § 14-2-503 upon material uncured default.
 (b) Specific Performance. Either party may seek a court order compelling compliance with statutory obligations.
 (c) Fees. The prevailing party in any action to enforce this Statement shall be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

[// GUIDANCE: Indemnification and liability caps are marked “not applicable” per client metadata. Section retained for completeness.]

7.1 Disclaimer of Liability.
 Except for willful misconduct or gross negligence, the Registered Agent shall not be liable for any indirect, special, or consequential damages arising out of service as registered agent.

7.2 Force Majeure.
 Neither party shall be liable for failure to perform its obligations due to acts of God, governmental actions, or other events beyond reasonable control; provided that the affected party gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law.
 This Statement is governed by State Corporate Law without regard to conflict-of-laws principles.

8.2 Forum Selection.
 The parties consent to exclusive jurisdiction in the State-wide Business Court of Georgia (or, if that court lacks subject-matter jurisdiction, any state court of competent jurisdiction seated in [COUNTY] County, Georgia).

8.3 Arbitration; Jury Waiver; Injunctive Relief.
 Not applicable as per client metadata. Nothing herein shall prejudice either party’s right to seek injunctive or equitable relief where appropriate.

IX. GENERAL PROVISIONS

9.1 Amendments.
 Any amendment to this Statement must be in writing and executed by both parties, except where unilateral filings with the Secretary of State are expressly permitted by statute.

9.2 Assignment.
 Neither party may assign or delegate its rights or duties hereunder without the other party’s prior written consent, except that the Registered Agent may delegate administrative functions to qualified employees.

9.3 Severability.
 If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid.

9.4 Entire Agreement.
 This Statement constitutes the full and final agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions or agreements, whether written or oral.

9.5 Counterparts; Electronic Signatures.
 This Statement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Signatures delivered by facsimile, PDF, or verified electronic signature platform shall be deemed original signatures.

X. EXECUTION BLOCK

10.1 Execution Date.
 Executed as of [DATE] (the “Execution Date”).

10.2 Registered Agent Consent.
 Pursuant to O.C.G.A. § 14-2-502(c), the undersigned Registered Agent hereby accepts the appointment as registered agent for the Entity and confirms that the Registered Office address set forth herein is identical to the Registered Agent’s business office.

[Optional Notary Acknowledgment – complete if required by internal policy]

[// GUIDANCE: After execution, file electronically at https://ecorp.sos.ga.gov or submit the paper “Statement of Change of Registered Office or Registered Agent” with the Corporations Division. A $20 state filing fee (standard) applies; expedited options are available. Retain a stamped copy for the Entity’s minute book.]