STATEMENT OF CHANGE/DESIGNATION OF REGISTERED AGENT AND/OR REGISTERED OFFICE

(Iowa)

[// GUIDANCE: This template is designed for use with Iowa corporations, LLCs, LPs, LLPs, and nonprofit corporations. Confirm the correct state form code (e.g., “490.502”) and filing fee at the time of submission. Attach additional pages if space is insufficient.]

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. Title: Statement of Change/Designation of Registered Agent and/or Registered Office (the “Statement”).
2. Filing Entity: [ENTITY LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION] (the “Company”).
3. Effective Date & Time:
   ​ [EFFECTIVE DATE] at [TIME] Central Time, or, if left blank, upon acceptance for filing by the Iowa Secretary of State.
4. Jurisdiction: State of Iowa.
5. Purpose & Consideration: To comply with Iowa Code ch. 490 (or ch. 489/ch. 504, as applicable), appoint a new Registered Agent and/or designate a new Registered Office within the State of Iowa.

II. DEFINITIONS

For purposes of this Statement, capitalized terms have the meanings set forth below. Terms used but not defined have the meanings ascribed to them in the Act (defined below).

1. “Act” – Iowa Business Corporation Act, Iowa Code ch. 490, or, for limited liability companies, Iowa Code ch. 489, or for nonprofit corporations, Iowa Code ch. 504, as amended.
2. “Company” – The filing entity identified in Section I.2.
3. “Registered Agent” – The individual or entity appointed pursuant to Section III.1 to receive service of process on behalf of the Company in the State of Iowa.
4. “Registered Office” – The physical street address in the State of Iowa (not a P.O. Box) where the Registered Agent maintains a business office, set forth in Section III.2.
5. “Secretary of State” – The Office of the Iowa Secretary of State.

III. OPERATIVE PROVISIONS

1. Change/Designation of Registered Agent
   1.1 The Company hereby [SELECT ONE: “appoints” / “replaces its existing registered agent with”] the following Registered Agent (the “Agent”):
   ​ a. Legal Name of Agent (exact): [AGENT LEGAL NAME]
   ​ b. Entity Type (if not an individual): [AGENT ENTITY TYPE]
   ​ c. Iowa Qualification (if entity): [✔] Domestic Iowa entity  [✔] Foreign entity authorized to do business in Iowa
   ​ d. Email for Official Notices (optional): [AGENT EMAIL]

2. Designation of Registered Office
   2.1 The Registered Office of the Company is hereby fixed at the following street address within the State of Iowa (the “Registered Office”):
   ​ • Street Address (no P.O. Box): [STREET ADDRESS]
   ​ • City: [CITY], IA [ZIP]
   ​ • County: [COUNTY]

3. Agent’s Written Consent
   3.1 The Agent’s consent to serve is evidenced by execution of the Acceptance in Section X.2, satisfying the written-consent requirement under the Act.

4. Effective Date of Change
   4.1 This Statement shall be effective on the date and time specified in Section I.3, subject to Iowa Code filing requirements.

5. Filing Authorization
   5.1 The undersigned officer/authorized person certifies that this Statement is authorized by the Company’s governing documents and applicable law.

IV. REPRESENTATIONS & WARRANTIES

1. By the Company
   a. The Company is duly organized, validly existing, and in good standing under the laws of its state of organization.
   b. The information set forth herein is true, correct, and complete as of the date of execution.

2. By the Registered Agent
   a. The Agent satisfies all statutory eligibility requirements, including Iowa residency or Iowa qualification, as applicable.
   b. The Agent maintains the Registered Office identified in Section III.2 and will forward process and official notices to the Company in accordance with the Act.

3. Survival
   The representations and warranties in this Section shall survive the filing of this Statement.

V. COVENANTS & RESTRICTIONS

1. Continuing Obligation to Maintain Agent and Office
   The Company shall continuously maintain a registered agent and registered office in Iowa as required by the Act and will promptly file any future changes.

2. Notification of Changes
   The Agent shall promptly notify the Company of any change in the Agent’s name or address and cooperate in filing any required amendments.

VI. DEFAULT & REMEDIES

1. Events of Default
   a. The provision of false or materially misleading information in this Statement.
   b. Failure of the Agent to forward legal process or official notices as required by law.

2. Cure Period
   The defaulting party shall have ten (10) business days after written notice to cure any default described above.

3. Remedies
   a. Resignation or removal of the Agent pursuant to the Act.
   b. Any other remedies available under Iowa law, including court-ordered appointment of a registered agent.

[// GUIDANCE: Most disputes relating to registered-agent duties are resolved statutorily. The above provides optional contractual backup.]

VII. RISK ALLOCATION

Indemnification, liability caps, and insurance requirements are not applicable to this filing-specific document.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Statement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to conflict-of-laws principles.

2. Forum Selection
   Any action arising out of or relating to this Statement shall be brought exclusively in the Iowa Business Specialty Court or, if jurisdiction is lacking, in the Iowa state courts located in [COUNTY] County, Iowa.

3. Arbitration & Jury Trial
   Arbitration is not applicable. Jury trial waiver is not applicable.

IX. GENERAL PROVISIONS

1. Amendments
   This Statement may be amended or restated only by filing an appropriate instrument with the Secretary of State in accordance with the Act.

2. Severability
   If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

3. Integration
   This Statement, together with any attachments and schedules, constitutes the entire agreement concerning the subject matter hereof, superseding all prior statements or filings with respect thereto.

4. Electronic Signatures
   Signatures transmitted via counterpart, facsimile, PDF, or other electronic means shall be deemed original for all purposes.

X. EXECUTION BLOCK

1. Execution by Company text

[ENTITY LEGAL NAME]
By: ______
Name: ______
Title: _____
Date: _____

2. Acceptance by Registered Agent

text
I, the undersigned, hereby consent to serve as registered agent and to maintain the registered office as set forth above, and I acknowledge the obligations imposed by Iowa law.

[AGENT LEGAL NAME]
By (if entity): ____
Name / Title: ____
Signature (or Individual Agent): ___
Date: _____

3. Notarization (Optional but Recommended)

text
State of Iowa )
County of _ ) ss.

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared __________, who executed the foregoing instrument and acknowledged it to be his/her voluntary act and deed on behalf of the Company and/or as the Registered Agent.

Notary Public in and for said State
My commission expires: _______
[// GUIDANCE: Iowa does not require notarization for the Secretary of State filing, but including a notary block may add evidentiary value if agent consent is later disputed.]

FILING CHECKLIST (non-exhaustive)

1. Verify the Company is in good standing with the Iowa Secretary of State.
2. Confirm the Agent meets Iowa residency or qualification requirements.
3. Ensure the Registered Office is a physical Iowa street address (no P.O. Box).
4. Obtain written consent (Section X.2) from the Agent prior to submission.
5. Submit the completed Statement and requisite filing fee (currently \$5 for most entities; confirm current fee) to:
   Iowa Secretary of State
   Business Services Division
   Lucas Building, 1st Floor
   Des Moines, IA 50319
6. Retain a conformed copy with the Company’s minute book or company records.

[// GUIDANCE: Always review the most current Iowa Secretary of State instructions and statutory provisions prior to filing. This template provides a defensively drafted framework but does not replace jurisdiction-specific forms or legal advice tailored to a particular client.]