REGISTERED AGENT DESIGNATION / CHANGE STATEMENT
Louisiana Business Entities
[// GUIDANCE: This template is intended for Louisiana domestic or foreign business entities (corporations, LLCs, partnerships, etc.) to (i) designate an initial registered agent, or (ii) change an existing registered agent and/or registered office address in accordance with La. R.S. 12:1-501 (corporations) and La. R.S. 12:1308 (LLCs). Tailor bracketed language, delete inapplicable options, and confirm that the completed document is filed with the Louisiana Secretary of State together with the required fee.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants
- Default & Remedies
- Dispute Resolution
- General Provisions
- Execution Block
- Agent’s Written Consent
1. DOCUMENT HEADER
Statement of Designation or Change of Registered Agent and/or Registered Office
Entity Name: [LEGAL NAME OF ENTITY], a [domestic / foreign] [corporation / limited liability company / partnership / other] (the “Entity”)
Jurisdiction of Formation: [state / country]
Secretary of State Charter/Registration No.: [NUMBER]
Effective Date: [MM/DD/YYYY] (the “Effective Date”)
Governing Law: Louisiana state corporate law
Filing Authority: Louisiana Secretary of State, Commercial Division
Recitals
A. Pursuant to La. R.S. 12:1-501, 12:1308, and related provisions (the “Applicable Statutes”), the Entity is required to continuously maintain in the State of Louisiana (i) a registered office, and (ii) a registered agent for service of process.
B. The Entity desires to [designate / change] its registered agent and/or registered office as set forth herein.
2. DEFINITIONS
For purposes of this Statement, the following terms have the meanings indicated below:
“Agent” means the individual or entity identified in Section 3.1 appointed to act as the Entity’s registered agent for service of process in Louisiana.
“Applicable Statutes” has the meaning assigned in the Recitals.
“Registered Office” means the street address within the State of Louisiana set forth in Section 3.2.
3. OPERATIVE PROVISIONS
3.1 Appointment of Registered Agent.
The Entity hereby appoints [FULL LEGAL NAME OF AGENT], [an individual resident of Louisiana / a Louisiana or foreign business entity authorized to transact business in Louisiana] whose Louisiana Charter/Registration No. is [NUMBER], as its registered agent for service of process.
3.2 Registered Office Address.
The Registered Office of the Entity in Louisiana is hereby established at:
• Street Address: [NUMBER, STREET, SUITE]
• City/Parish: [CITY], [PARISH] Parish, LA [ZIP]
[// GUIDANCE: P.O. Boxes are not acceptable. The registered office must be identical to the Agent’s business office if the Agent is an entity.]
3.3 Change Effective Upon Filing.
This Statement becomes effective on the Effective Date upon acceptance for filing by the Louisiana Secretary of State in accordance with the Applicable Statutes.
3.4 Supersession.
Upon effectiveness, this Statement supersedes and replaces all prior registered agent and/or registered office information on file with the Louisiana Secretary of State for the Entity.
4. REPRESENTATIONS & WARRANTIES
4.1 Entity Representations.
The Entity represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it is duly authorized under its governing documents and applicable law to execute and file this Statement; and
(c) the information set forth herein is true, correct, and complete as of the Effective Date.
4.2 Agent Representations.
The Agent represents and warrants that:
(a) if an individual, the Agent is a resident of the State of Louisiana and is at least 18 years of age;
(b) if an entity, the Agent is authorized to transact business in Louisiana and its business office is identical to the Registered Office; and
(c) the Agent has executed the written consent attached hereto and made a part hereof.
4.3 Survival.
The representations and warranties in this Section 4 survive the filing and effectiveness of this Statement.
5. COVENANTS
5.1 Continuous Agency.
The Entity covenants to maintain a registered agent and registered office in Louisiana at all times in accordance with the Applicable Statutes.
5.2 Notice of Changes.
The Entity shall promptly file an amendment or new statement with the Louisiana Secretary of State upon (i) the resignation of the Agent, (ii) a change in the Agent’s name, or (iii) a change in the Registered Office address.
5.3 Fees.
The Entity shall timely pay all statutory filing fees and any reasonable fees charged by the Agent for its services.
6. DEFAULT & REMEDIES
6.1 Events of Default.
Failure of the Entity to maintain a registered agent and registered office as required by law constitutes an event of default under the Applicable Statutes.
6.2 Remedies.
Upon any such default, the Entity acknowledges that:
(a) the Louisiana Secretary of State may administratively revoke or suspend the Entity’s authority to transact business in Louisiana; and
(b) service of process may be effected as provided in the Applicable Statutes, including service upon the Secretary of State as agent of last resort.
6.3 Attorney’s Fees.
If any action is commenced to enforce the obligations in this Statement, the prevailing party is entitled to recover its reasonable attorney’s fees and costs.
7. DISPUTE RESOLUTION
7.1 Governing Law.
This Statement is governed by, and construed in accordance with, the laws of the State of Louisiana, without giving effect to conflict-of-laws principles.
7.2 Forum Selection.
Any judicial proceeding relating to this Statement or the appointment of the Agent must be brought exclusively in the [NAME OF PARISH] Parish Business Court or, if such court lacks jurisdiction, in the state courts of Louisiana located in [NAME OF PARISH] Parish. The parties irrevocably submit to the personal jurisdiction of such courts.
7.3 Arbitration; Jury Waiver; Injunctive Relief.
Not applicable.
8. GENERAL PROVISIONS
8.1 Amendments and Waivers.
No amendment or waiver of any provision of this Statement is effective unless it is in writing and duly filed with the Louisiana Secretary of State as required by law.
8.2 Successors and Assigns.
This Statement binds and inures to the benefit of the parties and their respective successors and permitted assigns, subject to the restrictions of the Applicable Statutes.
8.3 Severability.
If any provision of this Statement is determined to be invalid or unenforceable under applicable law, the remaining provisions remain in full force and effect.
8.4 Entire Statement.
This Statement constitutes the entire statement of designation or change of registered agent and registered office for the Entity and supersedes all prior filings on the subject matter hereof.
8.5 Electronic Signatures.
Signatures delivered by facsimile, email in “PDF” format, or through an electronic signature platform approved under Louisiana’s Uniform Electronic Transactions Act have the same force and effect as original signatures.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the Entity has caused this Statement to be executed on the date(s) set forth below.
ENTITY:
[LEGAL NAME OF ENTITY]
By: _____
Name: [NAME OF AUTHORIZED SIGNATORY]
Title: [OFFICER / MANAGER / PARTNER]
Date: [MM/DD/YYYY]
[Corporate seal, if any]
10. AGENT’S WRITTEN CONSENT
(required by La. R.S. 12:1-501(C)(3); must be filed or retained per statute)
I, [FULL LEGAL NAME OF AGENT], hereby consent to serve as registered agent for the above-named Entity in the State of Louisiana and certify that the information provided in this Statement regarding my name and business office/Registered Office is true and correct.
Signature of Agent
Name: [AGENT NAME]
Title/Capacity: [if entity agent, indicate officer/representative capacity]
Date: [MM/DD/YYYY]
[// GUIDANCE: 1) Attach additional sheets if multiple entities are appointing the same Agent.
2) File the executed Statement and Agent’s Consent with the Louisiana Secretary of State — Commercial Division, along with the statutory filing fee (currently $25 for most entities; confirm exact fee prior to filing).
3) Retain a stamped copy in the Entity’s minute book.]