Statement of Change / Designation of Registered Agent and Registered Office
(State of Idaho)
[// GUIDANCE: This template is designed for use by any Idaho‐chartered business entity (corporation, LLC, LP, LLP, etc.) making an initial designation or subsequent change of its registered agent and/or registered office with the Idaho Secretary of State. Customize all bracketed items, delete inapplicable provisions, and confirm current filing fees and submission methods prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title and Parties Identification
This “Statement of Change / Designation of Registered Agent and Registered Office” (this “Statement”) is made by [LEGAL NAME OF ENTITY], a [Idaho / foreign] [corporation / limited liability company / limited partnership / other] (the “Company”), and [LEGAL NAME OF NEW REGISTERED AGENT] (the “Registered Agent”).
1.2 Recitals
A. The Company is duly organized, validly existing, and in good standing under the laws of the State of Idaho.
B. Pursuant to applicable Idaho corporate law, every domestic or foreign entity authorized to transact business in Idaho must continuously maintain a registered agent and registered office within the State.
C. The Company desires to (i) designate a new registered agent and/or (ii) change the address of its registered office, and the Registered Agent is willing to accept such appointment, all upon the terms set forth herein.
1.3 Effective Date and Jurisdiction
This Statement shall become effective on the date it is accepted for filing by the Idaho Secretary of State or on [DELAYED EFFECTIVE DATE, if any] (the “Effective Date”), whichever is later.
2. DEFINITIONS
Unless otherwise stated, capitalized terms used herein shall have the meanings set forth below:
“Business Day” – any day other than Saturday, Sunday, or an Idaho‐recognized legal holiday.
“Company” – as defined in Section 1.1.
“Effective Date” – as defined in Section 1.3.
“Registered Agent” – as defined in Section 1.1.
“Registered Office” – the physical street address in Idaho of the Registered Agent’s business office identified in Section 3.1(b).
“Secretary of State” – the Office of the Idaho Secretary of State or any successor governmental authority responsible for business entity filings in Idaho.
[// GUIDANCE: Add or delete definitions to suit the transaction.]
3. OPERATIVE PROVISIONS
3.1 Designation of Registered Agent and Registered Office.
(a) The Company hereby appoints [LEGAL NAME OF NEW REGISTERED AGENT], whose signature appears below, as its Registered Agent in the State of Idaho as of the Effective Date.
(b) The Registered Agent’s Registered Office (physical street address, no P.O. Box) is:
[STREET ADDRESS]
[CITY], ID [ZIP]
(c) The mailing address for the Registered Agent (if different from the Registered Office) is:
[MAILING ADDRESS OR “SAME AS ABOVE”].
3.2 Resignation of Prior Registered Agent (if applicable).
The Company acknowledges that, upon the Effective Date, [LEGAL NAME OF FORMER REGISTERED AGENT] shall be relieved of all further duties as registered agent for the Company in Idaho.
3.3 Filing and Fees.
The Company shall (i) file this Statement with the Secretary of State in the form and manner prescribed by that office and (ii) pay all required filing fees contemporaneously with or prior to such filing.
3.4 Consideration.
The mutual promises herein constitute sufficient consideration for the parties’ obligations. No monetary consideration is exchanged solely for this appointment.
4. REPRESENTATIONS & WARRANTIES
4.1 Company Representations.
The Company represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under Idaho law (or, if a foreign entity, under the laws of its jurisdiction of formation and authorized to do business in Idaho).
(b) This Statement has been duly authorized by all requisite corporate or other organizational action.
(c) The information provided herein is true, correct, and complete.
4.2 Registered Agent Representations.
The Registered Agent represents and warrants that:
(a) It is an individual resident of Idaho [or] a business entity authorized to transact business in Idaho.
(b) Its business office is identical to the Registered Office set forth in Section 3.1(b) and is a physical street address within the State of Idaho.
(c) It has consented, and by signing below hereby consents, to serve as registered agent for the Company.
4.3 Survival.
The representations and warranties in this Section 4 shall survive the Effective Date for so long as the Registered Agent remains appointed hereunder.
5. COVENANTS & RESTRICTIONS
5.1 Registered Agent Covenants.
(a) The Registered Agent shall maintain the Registered Office at the address specified in Section 3.1(b) and shall promptly notify the Company of any change thereto.
(b) The Registered Agent shall accept service of process, notices, and official communications on behalf of the Company and shall forward the same to the Company at:
[COMPANY CONTACT NAME & ADDRESS]
[E-MAIL ADDRESS]
[PHONE NUMBER].
5.2 Company Covenants.
(a) The Company shall promptly notify the Registered Agent of any changes to its principal business address or contact information.
(b) The Company shall indemnify the Registered Agent from and against any loss, cost, or liability arising out of false or misleading information provided by the Company in this Statement.
[// GUIDANCE: If a commercial registered agent service agreement exists, incorporate its terms by reference here or in a separate contract.]
6. DEFAULT & REMEDIES
6.1 Events of Default.
(a) Failure of the Company to maintain a registered agent and Registered Office as required by Idaho law.
(b) Failure of the Registered Agent to maintain a physical street address in Idaho or to forward service of process in a timely manner.
6.2 Notice and Cure.
The non-defaulting party shall provide written notice describing the default. The defaulting party shall have ten (10) Business Days to cure the default, unless a shorter period is mandated by applicable law or court order.
6.3 Remedies.
(a) Upon uncured default by the Company, the Registered Agent may resign by delivering a resignation filing to the Secretary of State in accordance with Idaho law.
(b) Upon uncured default by the Registered Agent, the Company may remove and replace the Registered Agent by filing an amended statement with the Secretary of State.
(c) Each party reserves all other rights and remedies available at law or in equity.
7. RISK ALLOCATION
[// GUIDANCE: The metadata specifies no indemnification or liability caps are required. Adjust Section 5.2 or insert additional provisions if a broader indemnity or limitation is desired.]
7.1 No Fiduciary Duty.
The Registered Agent’s duties are strictly ministerial and limited to those imposed by statute and this Statement; no fiduciary obligation to the Company or its stakeholders is created hereby.
7.2 Limitation on Damages.
In no event shall either party be liable for special, indirect, incidental, or consequential damages arising out of or related to this Statement, except to the extent such limitation is expressly prohibited by applicable law.
8. DISPUTE RESOLUTION
8.1 Governing Law.
This Statement and all disputes arising hereunder shall be governed by and construed in accordance with the corporate laws of the State of Idaho, without regard to its conflict-of-laws principles.
8.2 Forum Selection.
The parties irrevocably submit to the exclusive jurisdiction of the state business court (or, if no specialized business court exists, the district courts) located in [COUNTY], Idaho for any proceeding arising out of or relating to this Statement.
8.3 Arbitration; Jury Waiver; Injunctive Relief.
Arbitration, jury waiver, and injunctive relief provisions are not applicable to this Statement unless the parties expressly agree otherwise in a separate written agreement.
9. GENERAL PROVISIONS
9.1 Amendments and Waivers.
No amendment or waiver of any provision of this Statement shall be effective unless in writing and duly executed by both the Company and the Registered Agent and, where required, filed with the Secretary of State.
9.2 Assignment.
Neither party may assign its rights or delegate its obligations hereunder without the prior written consent of the other party, except that the Registered Agent may assign its duties to a successor agent in compliance with Idaho law.
9.3 Successors and Assigns.
This Statement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
9.4 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 or unenforceable provision shall be interpreted to effect the parties’ original intent as closely as permitted by law.
9.5 Integration.
This Statement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior statements, understandings, or agreements, whether oral or written.
9.6 Counterparts; Electronic Signatures.
This Statement may be executed in one or more counterparts (including by facsimile or electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have caused this Statement to be executed by their duly authorized representatives as of the dates set forth below.
COMPANY
[LEGAL NAME OF ENTITY]
By: _____
Name: [AUTHORIZED SIGNATORY]
Title: [OFFICER/MANAGER]
Date: ____
REGISTERED AGENT
[LEGAL NAME OF NEW REGISTERED AGENT]
By: _____
Name: [INDIVIDUAL OR AUTHORIZED REPRESENTATIVE]
Title (if entity): [AGENT TITLE]
Date: ____
[ ] Check if a commercial registered agent under Idaho law
[ ] Check if a noncommercial registered agent under Idaho law
NOTARY ACKNOWLEDGMENT (if required)
State of Idaho )
County of ____ )
On this _ day of _, 20__, before me, the undersigned, a Notary Public in and for said state, personally appeared ________, known or identified to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same.
Notary Public
My commission expires: ___
[// GUIDANCE: Confirm whether Idaho currently requires notarization for registered agent filings. As of this drafting, notarization is generally not required, but certain entities choose to include it for additional evidentiary value.]
END OF DOCUMENT