[Massachusetts] Registered Agent Appointment & Statement of Change

(Court-Ready Corporate Template)

[// GUIDANCE: This integrated document contains (i) an Appointment Agreement between the Entity and the new Registered Agent and (ii) a ready-to-file “Statement of Change of Registered Agent/Registered Office” (Attachment A) that tracks the Massachusetts Secretary of the Commonwealth’s statutory requirements under M.G.L. c. 156D, §§ 5.02–5.03. Delete or adapt any provisions not required for your client’s situation.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Intentionally Omitted per Metadata)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Attachment A – Statutory Statement of Change (MA)

I. DOCUMENT HEADER

1. Title.
   REGISTERED AGENT APPOINTMENT AGREEMENT AND STATEMENT OF CHANGE

2. Parties.
   This Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [FULL LEGAL NAME OF ENTITY], a [​☐ Massachusetts | ☐ foreign-jurisdiction] [​☐ corporation | ☐ limited liability company | ☐ limited partnership] (the “Entity”); and
   b. [FULL LEGAL NAME OF REGISTERED AGENT], [​☐ an individual resident of the Commonwealth | ☐ a Massachusetts‐organized business entity | ☐ a foreign entity authorized to do business in MA] (the “Registered Agent”).

3. Recitals.
   WHEREAS, the Entity is required under M.G.L. c. 156D, § 5.02 (or applicable chapter for non-corporate entities) to maintain a registered office and registered agent in the Commonwealth of Massachusetts;
   WHEREAS, the Entity desires to appoint the Registered Agent and change its registered office as set forth herein; and
   WHEREAS, the Registered Agent is willing to accept such appointment and to discharge the duties imposed by Massachusetts law and this Agreement;
   NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined elsewhere shall have the meanings assigned in this Section II.

“Business Day” – any day other than Saturday, Sunday, or a legal holiday in the Commonwealth of Massachusetts.
“Change Filing” – the Statement of Change of Registered Agent/Registered Office in substantially the form attached as Attachment A.
“MA Corporations Division” – the Corporations Division of the Massachusetts Secretary of the Commonwealth.
“Registered Office” – the street address within the Commonwealth of Massachusetts designated in Section III.1(b) below.

III. OPERATIVE PROVISIONS

1. Appointment; Designation.
   a. The Entity hereby appoints the Registered Agent as its registered agent in the Commonwealth pursuant to M.G.L. c. 156D, § 5.02.
   b. The Registered Office shall be:
   [STREET ADDRESS (NO P.O. BOX)],
   [CITY], Massachusetts [ZIP] (the “Registered Office”).

2. Filing Obligation.
   a. Within two (2) Business Days after the Effective Date, the Entity (or its authorized representative) shall file the Change Filing with the MA Corporations Division and pay all required statutory fees.
   b. The Registered Agent shall sign the Change Filing to evidence its written consent, as required by M.G.L. c. 156D, § 5.03.

3. Term.
   This Agreement shall commence on the Effective Date and continue until terminated in accordance with Section VI.2.

4. Consideration.
   The parties acknowledge that the mutual promises herein constitute sufficient consideration. Any separate service-fee arrangement shall be documented independently.

5. Conditions Precedent.
   The appointment of the Registered Agent is expressly conditioned upon (i) acceptance of the Change Filing by the MA Corporations Division and (ii) the Registered Agent’s continuous satisfaction of statutory eligibility requirements.

IV. REPRESENTATIONS & WARRANTIES

1. By the Entity. 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. The execution and delivery of this Agreement have been duly authorized by all necessary corporate or company action.

2. By the Registered Agent. The Registered Agent represents and warrants that:
   a. It satisfies, and throughout the Term will continue to satisfy, the eligibility requirements for registered agents under Massachusetts law.
   b. Its business office is identical to the Registered Office.
   c. It has full authority to execute this Agreement and the Change Filing.

3. Survival. The representations and warranties in this Section IV shall survive the execution of this Agreement and the filing of the Change Filing.

V. COVENANTS & RESTRICTIONS

1. Duties of Registered Agent. The Registered Agent shall:
   a. Maintain the Registered Office in compliance with Massachusetts law, including a physical street address open during normal business hours.
   b. Promptly forward to the Entity (by scanned PDF and overnight courier) any process, notice, demand, or other document served on or delivered to the Registered Agent on the Entity’s behalf, no later than two (2) Business Days after receipt.
   c. Provide the Entity with immediate written notice of any change in the Registered Agent’s name, qualification status, or Registered Office address.
   d. Retain copies of all service-of-process documents forwarded under subsection (b) for at least seven (7) years.

2. Duties of Entity. The Entity shall:
   a. Timely pay any statutory fees, penalties, or taxes associated with the Change Filing or maintenance of its charter.
   b. Furnish to the Registered Agent current contact information for at least two (2) officers or managers authorized to receive forwarded documents.
   c. Notify the Registered Agent in writing of any contemplated conversion, domestication, merger, or dissolution at least thirty (30) days in advance.

3. Restrictions. Neither party may use the other’s name, trademarks, or service marks without prior written consent, except as required for statutory filings.

VI. DEFAULT & REMEDIES

1. Events of Default. The occurrence of any of the following shall constitute a default:
   a. Material breach of any covenant, representation, or warranty, if not cured within ten (10) Business Days after written notice.
   b. Failure of the Registered Agent to maintain statutory eligibility or the Registered Office.
   c. Failure of the Entity to remain in good standing or to pay required fees within applicable statutory grace periods.

2. Termination.
   a. Either party may terminate this Agreement upon thirty (30) days’ prior written notice, provided that a successor registered agent has been duly appointed and a new Change Filing accepted.
   b. Immediate termination: Either party may terminate immediately upon a bankruptcy filing, insolvency, receivership, or similar event of the other party.

3. Remedies. Upon default, the non-defaulting party may pursue any remedies available at law or in equity, including specific performance or injunctive relief.

4. Attorney Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs.

VII. RISK ALLOCATION

[INTENTIONALLY OMITTED. Metadata specifies “Indemnification: not_applicable” and “Liability Caps: not_applicable.” Insert customary clauses here only if client later elects to allocate risk.]

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement and any disputes arising hereunder shall be governed by the internal laws of the Commonwealth of Massachusetts (“state_corporate_law”).

2. Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the Massachusetts Business Litigation Session or any successor “state_business_court.”

3. Arbitration. Not applicable.

4. Jury Waiver. Not applicable.

5. Injunctive Relief. Each party acknowledges that a breach of Sections V or VI could cause irreparable harm and agrees that specific performance or injunctive relief may be appropriate.

IX. GENERAL PROVISIONS

1. Amendment; Waiver. No amendment or waiver shall be effective unless in writing signed by both parties.

2. Assignment. Neither party may assign its rights or obligations without the other party’s prior written consent, except that the Entity may assign in connection with a merger or consolidation upon thirty (30) days’ prior notice.

3. Successors & Assigns. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

4. Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

5. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior understandings.

6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures delivered electronically (PDF, DocuSign, etc.) are binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ENTITY:
[FULL LEGAL NAME OF ENTITY]
By: ________
Name: [AUTHORIZED OFFICER]
Title: [TITLE]

REGISTERED AGENT:
[FULL LEGAL NAME OF REGISTERED AGENT]
By: ________
Name: [NAME / IF ENTITY, AUTHORIZED SIGNATORY]
Title: [TITLE]

[// GUIDANCE: Massachusetts does not require notarization for the Change Filing, but some practitioners include a notary block for additional evidentiary value. Omit or include per client preference.]

ATTACHMENT A

Statement of Change of Registered Agent and/or Registered Office
(Pursuant to M.G.L. c. 156D, § 5.03)

1. Exact Name of Entity: [______]
2. Entity Identification Number (CID): [______]
3. Jurisdiction of Organization: [______]

4. Current Registered Agent & Office on File:
   Agent Name: [___]
   Street Address: [___]
   City/State/ZIP: [______]

5. New Registered Agent & Office (must meet statutory eligibility; no P.O. Boxes):
   Agent Name: [___]
   Street Address: [___]
   City/State/ZIP: [______]
   [ ] Check if the new Registered Agent is a business entity and the address listed above is its Massachusetts business office.

6. Statement of Compliance:
   The new Registered Agent has consented in writing to serve, and the Registered Office and Registered Agent satisfy the requirements of M.G.L. c. 156D, § 5.02.

7. Effective Date (if later than filing date): ________ (cannot exceed 90 days after filing).

8. Execution.
   Signed this ___ day of ____, 20__.

ENTITY:
By: ________
Name: [AUTHORIZED OFFICER]
Title: [TITLE]

REGISTERED AGENT CONSENT:
I, the undersigned, hereby consent to serve as registered agent as set forth above.

Signature of Registered Agent / Authorized Signatory

[// GUIDANCE: File Attachment A electronically via the Corporations Division e-filing portal or by mail with the required statutory filing fee (currently $25 for corporations; confirm current fee prior to filing). Retain a timestamped copy in the corporate minute book.]

END OF TEMPLATE