Registered Agent Change/Designation

REGISTERED AGENT CHANGE / DESIGNATION AGREEMENT

(State of Kansas)

I. DOCUMENT HEADER

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

1.2 Parties
 (a) “[FULL LEGAL NAME OF ENTITY],” a [ENTITY TYPE] organized under the laws of [STATE OF FORMATION] (the “Company”); and
 (b) “[FULL LEGAL NAME OF REGISTERED AGENT],” a [☐ Kansas resident | ☐ Kansas or foreign business entity authorized to transact business in Kansas] (the “Registered Agent”).

1.3 Effective Date
 This Agreement is dated and becomes effective as of [EFFECTIVE DATE] (the “Effective Date”).

1.4 Governing Law / Forum
 This Agreement and any dispute arising hereunder are governed by the Kansas General Corporation Code, Kansas Revised Uniform Limited Liability Company Act, and other applicable Kansas corporate statutes (collectively, “Kansas Corporate Law”). Exclusive jurisdiction and venue shall lie in the Kansas Business Court Program of the District Court of [COUNTY], Kansas.

1.5 Recitals
A. Kansas Corporate Law requires the Company to continuously maintain a registered office and registered agent in the State of Kansas for service of process.
B. The Company desires to: ☐ designate an initial | ☐ change its existing, registered agent and registered office in accordance with Kansas Corporate Law.
C. The Registered Agent meets all statutory qualifications and is willing to serve.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows.

II. DEFINITIONS

The following capitalized terms have the meanings set forth below. Defined terms appear alphabetically and apply equally to singular and plural forms.

“Agreement” – This Registered Agent Change / Designation Agreement and all attached exhibits.
“Business Day” – Any day other than a Saturday, Sunday, or Kansas‐recognized legal holiday.
“Company” – As identified in Section 1.2(a).
“Effective Time” – 12:00 a.m. Central Time on the date the Kansas Secretary of State (“KSOS”) records the associated filing, unless a later effective date is stated in Exhibit A.
“Kansas Corporate Law” – See Section 1.4.
“KSOS” – The Office of the Kansas Secretary of State.
“Registered Agent” – As identified in Section 1.2(b).
“Registered Office” – The street address in Kansas provided in Section 3.2.
“Statement of Change” – KSOS Form RA (or successor form) attached as Exhibit A.
“Term” – The period described in Section 3.5.

III. OPERATIVE PROVISIONS

3.1 Appointment
 The Company hereby appoints the Registered Agent, and the Registered Agent hereby accepts such appointment, to serve as the Company’s registered agent in the State of Kansas for service of process and related statutory purposes.

3.2 Registered Office Address
 The Company designates the following street address (no P.O. Box) as its registered office, which shall be identical to the Registered Agent’s business office:
 [STREET ADDRESS], [CITY], Kansas [ZIP].
 [Optional Mailing Address (if different): _______________________.]

3.3 Consent Requirement
 The Registered Agent’s signature in Section X expressly constitutes the written consent required by K.S.A. § 17-6202(d) / § 17-7666(c).

3.4 Filing and Effective Time
 (a) Within [⚬ 5 Business Days | customize], the Company shall file the fully executed Statement of Change with the KSOS in accordance with Kansas Corporate Law.
 (b) The appointment becomes effective at the Effective Time.

3.5 Term
 The appointment continues until (i) the Company lawfully designates a successor registered agent, (ii) the Registered Agent resigns in compliance with Kansas Corporate Law, or (iii) the Company ceases to be subject to Kansas registered-agent requirements.

3.6 Fees & Consideration
 

The Company shall pay the Registered Agent the fees (if any) set forth in Schedule 1, subject to adjustment upon 30 days’ written notice.

3.7 Performance Standards
 The Registered Agent shall:
 (a) Maintain the Registered Office during normal business hours;
 (b) Receive and promptly forward all process, notices, and governmental correspondence to the Company as directed in Schedule 2;
 (c) Maintain statutory compliance records required under Kansas Corporate Law.

IV. REPRESENTATIONS & WARRANTIES

4.1 Company
 (a) Duly Organized. The Company is duly formed, in good standing, and authorized to conduct business in every jurisdiction where so required.
 (b) Authority. Execution, delivery, and performance of this Agreement are within the Company’s corporate powers and have been duly authorized by all requisite action.

4.2 Registered Agent
 (a) Qualification. The Registered Agent is (i) an individual resident of Kansas over 18 years of age OR (ii) a business entity authorized to transact business in Kansas.
 (b) Address. The Registered Office set forth in Section 3.2 is a physical street address in Kansas as required by K.S.A. §§ 17-6202, 17-7666.
 (c) Consent. The Registered Agent voluntarily consents to serve and to fulfill all duties imposed by Kansas Corporate Law.

4.3 Survival
 The representations and warranties survive the Effective Time and continue for the Term.

V. COVENANTS & RESTRICTIONS

5.1 Company Covenants
 (a) To keep its information with the KSOS current and accurate.
 (b) To notify the Registered Agent in writing not fewer than 10 Business Days before any contemplated merger, conversion, or dissolution.

5.2 Registered Agent Covenants
 (a) To forward process and official mail within [⚬ 2 Business Days] of receipt.
 (b) To retain proof of forwarding for at least five (5) years.
 (c) To provide the Company 30 days’ prior written notice of any intent to resign under Kansas Corporate Law.

5.3 Prohibited Actions
 Neither Party may disclose confidential information obtained pursuant to this Agreement except as required by law or with the other Party’s prior written consent.

VI. DEFAULT & REMEDIES

6.1 Events of Default
 (a) Failure to perform any material covenant or obligation that continues uncured for ten (10) Business Days after written notice;
 (b) Material misrepresentation in this Agreement;
 (c) Loss of qualification (Registered Agent) or good standing (Company).

6.2 Cure Period
 If the default is curable, the non-defaulting Party must give written notice and an opportunity to cure within the period stated above.

6.3 Remedies
 Upon a continuing Event of Default, the non-defaulting Party may:
 (a) Terminate this Agreement immediately by written notice;
 (b) Seek any legal or equitable relief available under Kansas Corporate Law; and
 (c) Recover reasonable attorney fees and costs incurred in enforcement.

6.4 Automatic Replacement
 If the Registered Agent ceases to meet statutory qualifications, the Company shall appoint a qualified successor within thirty (30) days to avoid administrative dissolution.

VII. RISK ALLOCATION

VIII. DISPUTE RESOLUTION

8.1 Governing Law
 Kansas law governs all matters arising out of or relating to this Agreement without regard to conflict-of-laws principles.

8.2 Forum Selection
 The Parties consent to exclusive jurisdiction and venue in the Kansas Business Court Program of the District Court of [COUNTY], Kansas.

8.3 Jury Trial Waiver / Arbitration
 Not applicable (per metadata).

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver
 No amendment or waiver is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.

9.2 Assignment
 Neither Party may assign its rights or delegate its duties without the prior written consent of the other Party, except that the Company may assign to a successor entity in connection with a statutory conversion, merger, or domestication upon written notice.

9.3 Successors & Assigns
 This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.4 Severability
 If any provision is held unenforceable, the remainder is enforced to the maximum extent permissible, and the Parties shall substitute a valid provision that most nearly reflects the original intent.

9.5 Entire Agreement
 This Agreement, together with its exhibits and schedules, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings.

9.6 Counterparts
 This Agreement may be executed in counterparts (including by electronic signature), each of which is deemed an original, and all of which constitute one instrument.

9.7 Electronic Signature
 The Parties consent to the use of electronic signatures and delivery of electronic records in accordance with the Kansas Uniform Electronic Transactions Act.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

A. Company

_____________________________________
[NAME & TITLE]
for and on behalf of
[COMPANY LEGAL NAME]

Date: ________________________________

[Corporate Seal, if any]

B. Registered Agent

_____________________________________
[NAME & TITLE / “Individual” if natural person]
for and on behalf of
[REGISTERED AGENT LEGAL NAME]

Date: ________________________________

C. Notary Acknowledgment (Optional but recommended)

State of Kansas )
County of ______ ) ss.

Acknowledged before me on __________, 20___ by __________________________ as __________________________ of _______________________________.

__________________________________
Notary Public
My commission expires: ___________

EXHIBIT A

Statement of Change of Registered Office or Registered Agent (Kansas Secretary of State Form RA)

SCHEDULE 1 – FEE SCHEDULE (if applicable)

[Describe annual registered-agent fee, filing fee reimbursement, late charges, etc.]

SCHEDULE 2 – NOTICE ADDRESSES

Company Notices:
 [Attention / Department]
 [Street Address]
 [City, State ZIP]
 Email: _________________________
 Phone: _________________________

Registered Agent Notices:
 [Attention / Department]
 [Street Address]
 [City, State ZIP]
 Email: _________________________
 Phone: _________________________