INDIANA

STATEMENT OF CHANGE / DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE

(the “Statement”)

[// GUIDANCE: This template is intended for use by Indiana‐organized business entities (corporations, LLCs, LPs, LLPs, nonprofit corporations, etc.) when appointing a new registered agent or changing the registered office on file with the Indiana Secretary of State. Customize all bracketed items and delete all guidance boxes before filing.]

TABLE OF CONTENTS

1. DOCUMENT HEADER
2. DEFINITIONS
3. OPERATIVE PROVISIONS
4. REPRESENTATIONS & WARRANTIES
5. COVENANTS & RESTRICTIONS
6. DEFAULT & REMEDIES
7. RISK ALLOCATION (Intentionally Omitted)
8. DISPUTE RESOLUTION
9. GENERAL PROVISIONS
10. EXECUTION BLOCK

1. DOCUMENT HEADER

1.01 Title; Effective Date

This Statement of Change / Designation of Registered Agent and Registered Office (the “Statement”) is effective on [EFFECTIVE DATE] or, if left blank, upon acceptance for filing by the Indiana Secretary of State (the “SOS”).

1.02 Parties

(a) Business Entity: [ENTITY LEGAL NAME], a [ENTITY TYPE] organized under the laws of Indiana, with Business ID/File No. [ENTITY SOS NUMBER] (the “Company”).
(b) Registered Agent: [FULL NAME OF NEW REGISTERED AGENT], [INDIVIDUAL OR ENTITY TYPE] (the “Agent”).

1.03 Recitals

A. The Company is required by Indiana state corporate law to continuously maintain a registered agent and a registered office within the State of Indiana.
B. The Company desires to designate the Agent and the registered office set forth herein, and the Agent has consented to serve.
C. The Company adopts and files this Statement to comply with applicable Indiana law.

1.04 Filing Information

• Governing Law: Indiana state corporate law
• Filing Office: Indiana Secretary of State, Business Services Division
• Documentary Filing Fee: [AMOUNT] (subject to statutory schedule)
[// GUIDANCE: Verify current fee on the SOS website; fees may vary by entity type and filing method.]

2. DEFINITIONS

For purposes of this Statement, capitalized terms have the following meanings; terms defined in one section have the same meaning throughout the document:

“Agent” means the individual or entity identified in Section 1.02(b) appointed to receive service of process and official notices on behalf of the Company.

“Business Day” means any day other than a Saturday, Sunday, or Indiana state-recognized legal holiday.

“Registered Office” means the street address in Indiana identified in Section 3.02(b) at which the Agent will be located.

“Statement” has the meaning given in Section 1.01.

3. OPERATIVE PROVISIONS

3.01 Appointment of Registered Agent

The Company hereby appoints the Agent as its registered agent in the State of Indiana, effective as of the Effective Date, for the purposes of receiving service of process, governmental correspondence, and all other notices required by law.

3.02 Designation of Registered Office

(a) The Registered Office shall be continuously maintained at the following physical street address (no P.O. Boxes):
 Street: [STREET ADDRESS]
 City: [CITY], County of [COUNTY], State of Indiana, ZIP [ZIP].

(b) The Registered Office and the Agent’s business office are identical for purposes of this Statement.

3.03 Consent of Agent

The Agent hereby:
(i) accepts the appointment as registered agent for the Company;
(ii) confirms that the Agent is (A) an individual resident of Indiana or (B) a business entity authorized to transact business in Indiana;
(iii) confirms that the Registered Office address set forth in Section 3.02(b) is a physical location in Indiana at which the Agent is available during regular business hours; and
(iv) agrees to forward to the Company at the address set forth below any process, notice, or demand served on the Agent on the Company’s behalf promptly, and in any event within two (2) Business Days of receipt.

3.04 Replacement of Previous Agent (if applicable)

As of the Effective Date, the appointment of [PREVIOUS REGISTERED AGENT NAME] as the Company’s registered agent is terminated, and the Registered Office previously on record with the SOS is superseded by the address specified herein.

4. REPRESENTATIONS & WARRANTIES

4.01 By the Company

(a) Proper Organization. The Company is duly organized, validly existing, and in good standing under the laws of the State of Indiana.
(b) Authority. Execution and filing of this Statement have been duly authorized by all required corporate or company action.
(c) Accuracy. All information contained in this Statement is true, correct, and complete as of the date hereof, and the Company shall promptly correct any deficiency discovered prior to filing.

4.02 By the Agent

(a) Qualification. The Agent satisfies all statutory qualifications to serve as registered agent in Indiana.
(b) No Conflicts. The Agent’s appointment does not violate any agreement, court order, or law applicable to the Agent.
(c) Consent. The Agent’s execution of this Statement constitutes written consent to the appointment.

4.03 Survival

The representations and warranties in this Section 4 survive the filing of this Statement.

5. COVENANTS & RESTRICTIONS

5.01 Covenants of the Company

(a) Continuous Maintenance. The Company shall continuously maintain a registered agent and registered office in Indiana, as required by law.
(b) Notice of Change. The Company shall give the Agent at least ten (10) Business Days’ prior written notice before appointing any successor registered agent or changing the Registered Office.
(c) Forwarding Information. The Company shall maintain on file with the Agent the current mailing address and email address to which the Agent shall forward any service of process or governmental notice.

5.02 Covenants of the Agent

(a) Forwarding Obligations. The Agent shall forward all service of process and official communications to the Company at the forwarding addresses provided under Section 5.01(c).
(b) Resignation. The Agent may resign only in compliance with Indiana law and after providing the Company with written notice at least thirty-one (31) days before filing a resignation statement with the SOS.

6. DEFAULT & REMEDIES

6.01 Events of Default

The following constitute a default under this Statement:
(a) the Company’s failure to maintain a qualified registered agent and registered office in Indiana;
(b) the Agent’s failure to forward service of process within the time required under Section 3.03(iv); or
(c) any false statement in this filing discovered post-effective date.

6.02 Remedies

(a) Statutory Remedies. Upon default, the SOS may administratively dissolve, revoke, or cancel the Company’s authority to do business in Indiana pursuant to applicable statutes.
(b) Contractual Remedies Between Company and Agent. In addition to statutory remedies, the non-defaulting party may terminate this Statement immediately upon written notice and pursue any other remedies available at law or in equity.

6.03 Notice and Cure

Except where immediate filing action is legally required, the non-defaulting party shall provide written notice of default and a ten (10) Business Day opportunity to cure before invoking contractual remedies.

7. RISK ALLOCATION

[// GUIDANCE: Traditional indemnification and liability limitation provisions are not necessary for a statutory filing of this type. Section 7 is intentionally omitted.]

8. DISPUTE RESOLUTION

8.01 Governing Law

This Statement and any dispute arising hereunder are governed by the laws of the State of Indiana, without regard to conflict-of-law principles.

8.02 Forum Selection

The parties irrevocably submit to the exclusive jurisdiction of the Indiana Commercial Court (Business Court Docket) sitting in Marion County, Indiana, for all proceedings arising out of or relating to this Statement.

8.03 Arbitration; Jury Trial; Injunctive Relief

Arbitration, jury waiver, and injunctive relief provisions are not applicable to this statutory filing, and nothing herein shall be construed to require or permit the same.

9. GENERAL PROVISIONS

9.01 Amendments

This Statement may be amended or superseded only by a subsequent instrument executed by the Company and the Agent and properly filed with the SOS.

9.02 Assignment

The Agent’s appointment is personal and may not be assigned or delegated except in strict compliance with Indiana law.

9.03 Severability

If any provision of this Statement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.04 Entire Agreement

This Statement constitutes the entire agreement between the Company and the Agent with respect to the subject matter hereof and supersedes all prior oral or written agreements.

9.05 Counterparts; Electronic Signatures

This Statement may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., PDF, DocuSign) are effective for all purposes.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Statement as of the Effective Date set forth above.

[// GUIDANCE: Indiana does not presently require notarization of a registered agent change filed with the SOS. Include a notary block only if the filing is coordinated with another document that demands notarization.]