STATEMENT OF DESIGNATION OR CHANGE OF REGISTERED AGENT
(State of Hawaii)
[// GUIDANCE: This template is intended for use by Hawaii-domiciled or foreign entities qualified to do business in Hawaii. It can be adapted for corporations, LLCs, LLPs, LPs, or statutory trusts. Delete any inapplicable bracketed text and conform defined terms before finalizing.]
I. DOCUMENT HEADER
-
Entity Information
1.1 Exact Legal Name of Entity: [ENTITY NAME]
1.2 Entity Type: [Corporation / Limited Liability Company / Limited Partnership / Limited Liability Partnership / Statutory Trust]
1.3 Domestic or Foreign Qualification: [Domestic / Foreign]
1.4 Hawaii Department of Commerce & Consumer Affairs (“DCCA”) File No.: [HAWAII ENTITY ID]
1.5 Mailing Address for Official Correspondence (if different from Registered Office): [MAILING ADDRESS] -
Effective Date
The effective date of this Statement shall be [EFFECTIVE DATE] or, if left blank, the date of acceptance by the Hawaii DCCA Business Registration Division. -
Governing Law
This Statement is executed pursuant to and shall be governed by the applicable provisions of the Hawaii Business Corporation Act or other controlling Hawaii entity statute (collectively, the “Act”), and any rules promulgated thereunder.
II. DEFINITIONS
For purposes of this Statement, capitalized terms have the meanings set forth below:
“Agent” means the individual or entity identified in Section III.
“Company” means the entity identified in Section I.
“Registered Office” means the street address in the State of Hawaii identified in Section III.
[Add or delete definitions as needed.]
III. OPERATIVE PROVISIONS
3.1 Appointment / Change of Registered Agent
a. The Company hereby (i) appoints or (ii) confirms the appointment of [NEW REGISTERED AGENT LEGAL NAME] as its registered agent in the State of Hawaii (the “Agent”).
b. The Agent is (check one):
☐ an individual who is a resident of the State of Hawaii; or
☐ a business entity authorized to transact business in the State of Hawaii.
3.2 Designation of Registered Office
The street address of the Company’s Registered Office (pursuant to the Act, no P.O. Boxes permitted) is:
[STREET ADDRESS]
[CITY], HI [ZIP]
3.3 Change of Registered Agent and/or Office
(Complete if a change is being made)
a. Former Registered Agent: [PRIOR AGENT]
b. Former Registered Office: [PRIOR REGISTERED OFFICE STREET ADDRESS, CITY, HI ZIP]
3.4 Consent of Agent
The Agent’s written consent to serve is evidenced by the execution of this Statement in Section X.
IV. REPRESENTATIONS & WARRANTIES
4.1 Company Representations
a. The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is authorized to file this Statement.
b. The undersigned individual executing this Statement on behalf of the Company is duly authorized to do so.
c. All information set forth herein is true, correct, and complete as of the Effective Date.
4.2 Agent Representations
a. The Agent satisfies the statutory qualifications to serve as a registered agent in Hawaii.
b. The Agent has and will maintain a business office at the Registered Office for the duration of the appointment.
c. The Agent will forward to the Company, at the address of record, all legal process and official notices received on the Company’s behalf.
V. COVENANTS & RESTRICTIONS
5.1 Company Covenants
a. The Company shall promptly file an amended statement with the DCCA each time its registered agent or registered office information changes, as required by the Act.
b. The Company shall provide the Agent with accurate contact information for a designated officer or manager and promptly notify the Agent of any changes thereto.
5.2 Agent Covenants
a. The Agent shall maintain the Registered Office during normal business hours and accept service of process and official correspondence on behalf of the Company.
b. The Agent shall forward all such documents to the Company within a commercially reasonable time.
VI. DEFAULT & REMEDIES
6.1 Events of Default
a. Failure of the Agent to maintain a valid Registered Office within Hawaii.
b. Failure of the Company to pay any agreed fees of the Agent within thirty (30) days after written notice of non-payment.
c. Material breach of any covenant, representation, or warranty contained in this Statement and failure to cure within fifteen (15) days after written notice.
6.2 Remedies
a. Upon default by the Company, the Agent may resign in accordance with the Act.
b. Upon default by the Agent, the Company may file an amended statement designating a new registered agent and/or office.
c. Each party reserves all additional remedies available at law or in equity.
[// GUIDANCE: Many practitioners keep Section VI minimal because statutory resignation and change procedures already exist. Include or omit based on client preference.]
VII. RISK ALLOCATION
7.1 Nothing in this Statement shall be construed to impose fiduciary duties on the Agent beyond those expressly set forth in the Act or herein.
7.2 Except for willful misconduct or gross negligence, the Agent’s liability to the Company for any act or omission related to registered agent services shall not exceed one hundred dollars (US $100).
VIII. DISPUTE RESOLUTION
8.1 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the State of Hawaii Business Court (First Circuit, Honolulu Division) for any proceeding arising out of or relating to this Statement.
8.2 Governing Law
This Statement shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to conflicts-of-law principles.
8.3 Arbitration; Jury Waiver; Injunctive Relief
Not applicable as per metadata instructions.
IX. GENERAL PROVISIONS
9.1 Amendments
This Statement may be amended only by a written instrument executed by the Company and, where required by law, the Agent, and filed with the Hawaii DCCA.
9.2 Severability
If any provision of this Statement is determined unenforceable, the remaining provisions shall remain in full force to the extent permitted by law.
9.3 Integration
This Statement constitutes the entire agreement of the parties with respect to the subject matter herein and supersedes all prior oral or written statements to the extent they relate to registered agent designation.
9.4 Electronic Signatures
Signatures delivered electronically or by facsimile shall be deemed originals for all purposes.
X. EXECUTION BLOCK
A. Company Certification
I certify under penalty of perjury that I am an authorized representative of the Company, that I have read the foregoing Statement, and that the information contained herein is true and correct.
| [AUTHORIZED SIGNATORY] | Date: [DATE] |
| Title: [TITLE] | Phone: [PHONE] |
| Email: [EMAIL] | |
| Signature: __ |
B. Consent of Registered Agent
I hereby consent to serve as registered agent for the above-named Company in the State of Hawaii and to maintain the Registered Office as stated herein.
| [AGENT NAME] | Date: [DATE] |
| Capacity: [Individual / Entity Representative & Title] | |
| Phone: [PHONE] | |
| Signature: __ |
[// GUIDANCE:
1. Notarization is not required for Hawaii agent change filings, but some practitioners include it for extra authentication.
2. File online via the Hawaii Business Registration Division portal or submit the executed original plus one copy and the required filing fee (currently US $25) to:
Department of Commerce & Consumer Affairs
Business Registration Division
P.O. Box 40, Honolulu, HI 96810.
3. Foreign entities must ensure their name is registered exactly as it appears on their Certificate of Authority.
4. Retain a fully executed copy in the entity’s minute book.]