Maryland Registered Agent Change / Designation Package
(Court-Ready Template – Use for All Entity Types)
[// GUIDANCE: This package is intended for use with corporations, LLCs, LPs, statutory trusts, and other domestic entities formed under the Maryland Corporations & Associations Article. Delete any bracketed matter that does not apply to the client’s specific entity type and conform entity-specific citations as needed. ]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants
- Default & Remedies
- General Provisions
- Execution Block
- Annex A – Statutory Filing Form (ready to detach and file with SDAT)
1. DOCUMENT HEADER
STATEMENT OF CHANGE / DESIGNATION OF RESIDENT AGENT
AND/OR RESIDENT AGENT ADDRESS
This Statement (the “Statement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
- [LEGAL NAME OF ENTITY], a [MARYLAND / FOREIGN (STATE)] [CORPORATION / LIMITED LIABILITY COMPANY / LIMITED PARTNERSHIP / STATUTORY TRUST] (the “Company”), and
- [LEGAL NAME OF NEW RESIDENT AGENT], [an individual resident of the State of Maryland / a Maryland-organized [CORPORATION / LLC] in good standing] (the “Resident Agent”).
Recitals
A. The Company is required under Md. Code Ann., Corps. & Ass’ns § 1-401 and, as applicable, §§ 2-108 (corporations) or 4A-210 (LLCs) to maintain a resident agent and a registered office in the State of Maryland.
B. The Company desires to designate or change its resident agent and/or resident agent address, and the Resident Agent is willing to accept such appointment, all upon the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereby agree as follows:
2. DEFINITIONS
For purposes of this Statement, capitalized terms have the meanings set forth below and are equally applicable to singular and plural forms:
“Company” – The entity identified in the Document Header.
“Department” or “SDAT” – The Maryland State Department of Assessments and Taxation.
“Effective Time” – 12:01 a.m. Eastern Time on the Effective Date, unless a later time is specified in Section 3.3.
“Resident Agent” – The individual or Maryland-organized entity identified above that satisfies the requirements of Md. Code Ann., Corps. & Ass’ns § 1-401(b).
“Registered Office” – The physical street address in Maryland set forth in Section 3.2 (no P.O. Boxes permitted).
[// GUIDANCE: Insert additional defined terms only if the drafter introduces them in later sections.]
3. OPERATIVE PROVISIONS
3.1 Appointment of Resident Agent. The Company hereby appoints the Resident Agent as its resident agent in the State of Maryland for the service of process, notices, and official communications as required by law.
3.2 Designation of Registered Office. The Company designates the following Maryland street address as its registered office (the “Registered Office”):
[STREET ADDRESS]
[CITY], MD [ZIP]
3.3 Effective Date and Time. This Statement shall become effective upon (check one):
☐ Acceptance for record by the Department; OR
☐ At [TIME] [Eastern / Local] on [DELAYED EFFECTIVE DATE] (not later than 30 days after filing).
3.4 Revocation of Prior Appointment. Any prior resident agent appointment or registered office designation of the Company filed with the Department is hereby revoked as of the Effective Time.
3.5 Filing Authorization. The [Officer / Manager / General Partner] executing this Statement is duly authorized to file the same with the Department on behalf of the Company.
4. REPRESENTATIONS & WARRANTIES
4.1 By the Company. The Company represents and warrants to the Resident Agent and the Department that:
a) The Company is duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation;
b) The execution, delivery, and filing of this Statement have been duly authorized by all necessary entity action; and
c) All information contained herein is true, correct, and complete as of the Effective Date.
4.2 By the Resident Agent. The Resident Agent represents and warrants to the Company and the Department that:
a) The Resident Agent satisfies the statutory qualifications set forth in Md. Code Ann., Corps. & Ass’ns § 1-401(b);
b) The Resident Agent consents to the appointment contemplated herein and will maintain the Registered Office in accordance with law; and
c) The Resident Agent is not presently suspended, debarred, or otherwise prohibited from acting as a resident agent in the State of Maryland.
4.3 Survival. The representations and warranties set forth in this Section 4 shall survive for so long as the Resident Agent remains on record with the Department for the Company.
5. COVENANTS
5.1 Continuous Maintenance. The Company shall at all times maintain a qualified resident agent and a valid Registered Office in Maryland, as required by law.
5.2 Notice of Changes. The Company shall promptly notify the Resident Agent in writing of any change in entity status, legal name, or contact information that would reasonably affect the Resident Agent’s duties.
5.3 Resignation of Resident Agent. The Resident Agent may resign in accordance with Md. Code Ann., Corps. & Ass’ns § 3-403 by delivering written notice to the Company and filing a resignation with the Department, which resignation shall not become effective until the tenth (10th) day after the Department receives such filing or upon the appointment of a successor resident agent, whichever first occurs.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute events of default:
a) Failure of the Company to maintain the Resident Agent or Registered Office;
b) Failure of the Resident Agent to forward process, notices, or communications received on behalf of the Company within a commercially reasonable time; or
c) Material breach of any covenant, representation, or warranty herein that remains uncured for ten (10) days after written notice.
6.2 Remedies. Upon an event of default, the non-defaulting party may pursue any remedy available at law or in equity, including but not limited to:
a) Specific performance or injunctive relief compelling compliance with statutory requirements;
b) Recovery of reasonable attorneys’ fees and costs incurred in enforcing this Statement; and
c) Statutory penalties, forfeiture, or administrative dissolution as provided under the Corporations & Associations Article.
[// GUIDANCE: The Department may classify the entity “not in good standing” or revoke its charter for failure to maintain a resident agent. Practitioners should advise clients accordingly.]
7. GENERAL PROVISIONS
7.1 Amendment; Waiver. This Statement may be amended only by a written instrument executed by the Company and the Resident Agent and, if required, filed with the Department. No waiver shall be effective unless in writing and signed by the waiving party.
7.2 Assignment. Neither party may assign its rights or delegate its duties hereunder without the prior written consent of the other, except that the Resident Agent may assign its duties to a successor resident agent in compliance with law.
7.3 Severability. If any provision of this Statement is held unenforceable, the remaining provisions shall remain in full force to the maximum extent permitted by law.
7.4 Entire Agreement. This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral, relating thereto.
7.5 Counterparts; Electronic Signatures. This Statement may be executed in one or more counterparts, each of which shall be deemed an original. Signatures delivered by pdf, facsimile, or designated e-signature platform shall be deemed effective originals.
7.6 Governing Law; Forum. This Statement shall be governed by, and construed in accordance with, the laws of the State of Maryland without regard to conflicts-of-law principles. Any action arising hereunder shall be brought exclusively in the Maryland Business & Technology Case Management Program of the Circuit Court (or any successor specialized business court).
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Statement as of the Effective Date.
A. COMPANY
By: _____
Name: [PRINTED NAME]
Title: [AUTHORIZED OFFICER / MANAGER / GENERAL PARTNER]
Date: ______
B. NEW RESIDENT AGENT – CONSENT OF RESIDENT AGENT
Pursuant to Md. Code Ann., Corps. & Ass’ns § 1-402, I hereby consent to my/its appointment as resident agent for the Company as of the Effective Date and certify that I/it meet(s) all statutory qualifications.
[NAME OF RESIDENT AGENT]
☐ Individual ☐ Maryland Corporation ☐ Maryland LLC
Signature: _____
Printed Name: ___
Title (if entity): ___
Date: ________
C. OPTIONAL – PRIOR RESIDENT AGENT (if resignation filed concurrently)
Signature of Prior Resident Agent
Date: ________
9. ANNEX A – STATUTORY FILING FORM
(Detach Here and File with SDAT – Filing Fee: check current fee schedule)
STATE OF MARYLAND
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
Charter Division – 301 West Preston Street, Room 801
Baltimore, MD 21201-2395
STATEMENT OF CHANGE / DESIGNATION OF RESIDENT AGENT
AND/OR RESIDENT AGENT ADDRESS
- Exact legal name of entity: [_______]
- SDAT Department ID Number: [_______]
- Entity type (check one):
☐ Corporation ☐ LLC ☐ LP ☐ Business Trust ☐ Other ___ - Current resident agent on file (if any): [_______]
- Resident Agent being (check one): ☐ Designated ☐ Changed
Name: [____]
Street Address (no P.O. Box): [____]
City, State, Zip: [_______] - Effective (check one): ☐ Upon acceptance ☐ At later date/time (specify): _______
- Signature of Authorized Person:
Printed Name: ___ Title: __ Date: _ - Consent of Resident Agent (REQUIRED):
“I hereby consent to serve as resident agent.”
Signature: ___ Date: _
[// GUIDANCE: SDAT accepts single-sided, 8.5" × 11" paper. Do NOT alter margin settings. Enclose a return envelope with adequate postage if a certified copy is requested. Expedited processing is available for an additional fee.]
END OF TEMPLATE