Statement of Change / Designation of Registered Office and Registered Agent

(Kentucky Business Entities)

[// GUIDANCE: This template is designed for use by any Kentucky-organized domestic entity or any foreign entity authorized to transact business in Kentucky that wishes to appoint or change its registered agent and/or registered office pursuant to Ky. Rev. Stat. Ann. §§ 14A.4-010 and 14A.4-020. File the executed document with the Kentucky Secretary of State, Division of Business Filings, with the applicable filing fee. Confirm current filing fees and submission methods (mail, walk-in, or online) on the Secretary of State’s website prior to filing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block
10. Secretary of State Filing Information

1. DOCUMENT HEADER

1.1 Title. Statement of Change / Designation of Registered Office and Registered Agent (the “Statement”).

1.2 Business Entity.
 (a) Exact Legal Name: [LEGAL NAME OF ENTITY] (the “Business Entity”).
 (b) Entity Type: [Corporation / Limited Liability Company / Limited Partnership / etc.].
 (c) Jurisdiction of Organization: [STATE OR COUNTRY].
 (d) Kentucky Secretary of State Organization or Certificate of Authority No.: [NUMBER] (if known).

1.3 Effective Date. This Statement becomes effective:
 (a) ☐ Upon the date of filing by the Kentucky Secretary of State; or
 (b) ☐ At [HH:MM A.M./P.M.] [ET/CT] on [DEFERRED DATE] (not more than 90 days after filing).

1.4 Governing Law and Forum. This Statement and all matters arising hereunder shall be governed by and construed in accordance with the Kentucky Business Entity statutes, with exclusive venue in the Kentucky state Business Court Division located in [COUNTY], Kentucky.

2. DEFINITIONS

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

“Registered Agent” means the individual or business entity appointed pursuant to Ky. Rev. Stat. Ann. § 14A.4-010 to receive service of process and other statutorily-required notices on behalf of the Business Entity in the Commonwealth of Kentucky.

“Registered Office” means the street address in Kentucky that the Business Entity designates for its Registered Agent pursuant to Ky. Rev. Stat. Ann. § 14A.4-010.

3. OPERATIVE PROVISIONS

3.1 Designation / Change. The Business Entity hereby:
 (a) ☐ Designates (initial appointment) or
 (b) ☐ Changes (replaces existing)

its Registered Agent and/or Registered Office in the Commonwealth of Kentucky as set forth below.

3.2 Registered Agent Information.
 (a) Name of Registered Agent: [FULL LEGAL NAME OF AGENT].
 (b) Type: ☐ Individual of full age and a Kentucky resident   ☐ Domestic Business Entity   ☐ Foreign Business Entity authorized to do business in Kentucky.
 (c) Kentucky Secretary of State Organization No. (if agent is an entity): [NUMBER / N/A].

3.3 Registered Office Address.
 (a) Street Address (no P.O. Boxes): [STREET, SUITE/FLOOR].
 (b) City: [CITY], Kentucky [ZIP].
 (c) County: [COUNTY].
 (d) Mailing Address (if different): [OPTIONAL].

3.4 Consent of Registered Agent. The individual or entity named in Section 3.2 hereby consents to serve as Registered Agent for the Business Entity and acknowledges the obligations imposed by Kentucky law. The written consent is evidenced by the execution of this Statement in Section 9 below or by a separate written instrument attached hereto.

3.5 Continuity of Agency. The appointment in this Statement continues until the earliest of (i) resignation or removal of the Registered Agent in accordance with Ky. Rev. Stat. Ann. § 14A.4-010(5)–(6); (ii) administrative dissolution or withdrawal of the Business Entity; or (iii) subsequent amendment or Statement filed with the Kentucky Secretary of State changing the Registered Agent or Registered Office.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. The undersigned affirms under penalty of perjury that he/she/it is authorized to execute and file this Statement on behalf of the Business Entity.

4.2 Accuracy. The information contained herein is true, correct, and complete as of the Effective Date.

4.3 Compliance. The Business Entity is in good standing in its jurisdiction of organization and, if foreign, is duly qualified to conduct business in Kentucky.

4.4 Agent Eligibility. The Registered Agent satisfies all statutory qualifications set forth in Ky. Rev. Stat. Ann. § 14A.4-010(2).

Survival. The representations and warranties set forth in this Section survive the filing of this Statement.

5. COVENANTS

5.1 Maintenance of Registered Agent and Office. The Business Entity shall continuously maintain a Qualified Registered Agent and Registered Office in Kentucky as required by law.

5.2 Notification of Changes. The Business Entity shall promptly file an amended Statement with the Kentucky Secretary of State upon any change in the information provided herein.

5.3 Delivery of Process. The Registered Agent agrees to accept and promptly forward to the Business Entity any process, notice, or demand pursuant to applicable law.

6. DEFAULT & REMEDIES

6.1 Failure to Maintain Agent/Office. Failure to maintain a Registered Agent/Registered Office may subject the Business Entity to administrative dissolution, revocation of certificate of authority, or other statutory penalties under Ky. Rev. Stat. Ann. § 14A.7-020.

6.2 Cure. Upon notice from the Secretary of State of non-compliance, the Business Entity shall cure the deficiency within the statutory cure period to avoid administrative action.

7. DISPUTE RESOLUTION

Any dispute arising out of or relating to the enforcement or interpretation of this Statement shall be resolved exclusively in the Kentucky state Business Court Division located in [COUNTY], Kentucky, and governed by Kentucky law. Arbitration, jury trial waiver, and injunctive relief provisions are inapplicable to this administrative filing.

8. GENERAL PROVISIONS

8.1 Amendments. This Statement may be amended only by filing a subsequent statement of change/designation in the form prescribed by the Kentucky Secretary of State.

8.2 Severability. If any provision of this Statement is held invalid under applicable law, the remaining provisions shall remain in full force and effect.

8.3 Entire Statement. This document constitutes the entire filing required to effect the change/designation of Registered Agent and Registered Office under Kentucky law.

8.4 Electronic Filing & Signatures. To the fullest extent permitted by law, this Statement may be filed electronically and executed with electronic signatures, each of which shall be deemed an original.

9. EXECUTION BLOCK

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

A. BUSINESS ENTITY

By: _________
Name: [NAME OF AUTHORIZED PERSON]
Title: [OFFICER / MANAGER / GENERAL PARTNER / etc.]
Date: [DATE]

B. REGISTERED AGENT CONSENT

☐ The Registered Agent named in Section 3.2 has signed below to evidence consent.
☐ The Registered Agent’s written consent is attached as Exhibit A.

By: _________
Name: [NAME OF REGISTERED AGENT or AUTHORIZED SIGNATORY]
Title/Capacity (if agent is an entity): [AGENT TITLE]
Date: [DATE]

[NOTARY BLOCK if desired or required by internal policy – notarization is not mandated by Kentucky statute for this filing.]

10. SECRETARY OF STATE FILING INFORMATION

1. Submit this Statement:
    • By mail or walk-in: Kentucky Secretary of State, Division of Business Filings, 700 Capital Avenue, Suite 152, Frankfort, KY 40601.
    • Online: https://onestop.ky.gov (if entity type is supported).

2. Filing Fee (subject to change): $10.00 for most entities.

3. Make checks payable to “Kentucky State Treasurer.”

4. A stamped-filed copy will be returned if a self-addressed, stamped envelope is provided.

[// GUIDANCE: Always verify the latest forms, fee schedule, and submission instructions on the Secretary of State’s website immediately prior to filing.]

© 20[YY] [LAW FIRM / AUTHOR]. All rights reserved. This template is provided for general informational purposes only and does not constitute legal advice. Consult competent counsel for entity-specific guidance.