REGISTERED AGENT DESIGNATION AND ACCEPTANCE AGREEMENT

(State of Maine)

I. DOCUMENT HEADER

This Registered Agent Designation and Acceptance Agreement (“Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [ENTITY NAME], a [JURISDICTION] [ENTITY TYPE] with its principal office at [PRINCIPAL OFFICE ADDRESS] (the “Entity”); and
2. [REGISTERED AGENT NAME], a [☐ Maine resident ☐ Maine-organized entity ☐ Foreign entity authorized to do business in Maine] maintaining a physical street address at [REGISTERED OFFICE STREET ADDRESS, CITY, ME ZIP] (the “Registered Agent”).

Recitals

A. The Maine Business Corporation Act and companion statutes require every domestic or foreign entity doing business in Maine to maintain a registered agent and registered office within the State for service of process and official notices.
B. The Entity desires to designate, and the Registered Agent desires to accept appointment as, the Entity’s registered agent in Maine upon the terms set forth herein.

For valuable consideration, the adequacy and receipt of which are acknowledged, the parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth below:

“Act” – The body of Maine statutes governing registered agents (currently Title 13-C for corporations, Title 31 for LLCs, and Title 5 for commercial registered agents), as amended.

“Change Effective Date” – The date the Maine Secretary of State (“SOS”) files or records the Statement of Change or similar filing effectuating the appointment contemplated herein.

“Commercial Registered Agent” – A person or entity that has filed with the SOS a commercial registered agent listing and been assigned a commercial registered agent number (“CRA No.”).

“Registered Office” – The physical street address in Maine (not a P.O. Box) where the Registered Agent receives service of process and official notices on behalf of the Entity.

III. OPERATIVE PROVISIONS

3.1 Appointment

The Entity hereby designates the Registered Agent, and the Registered Agent hereby accepts such designation, to serve as registered agent for the Entity in the State of Maine as of the Change Effective Date.

3.2 Scope of Services

The Registered Agent shall:
a. Maintain the Registered Office in continuous compliance with the Act;
b. Receive and promptly forward to the Entity all service of process, governmental communications, and other official notices;
c. Keep customary logs evidencing the receipt and forwarding of such items for at least five (5) years.

3.3 Registered Office Address

The Registered Office shall be: [REGISTERED OFFICE STREET ADDRESS, CITY, ME ZIP].

3.4 Commercial Registered Agent Status (Select One)

☐ The Registered Agent IS a Commercial Registered Agent (CRA No. ☐).
☐ The Registered Agent is NOT a Commercial Registered Agent.

IV. REPRESENTATIONS & WARRANTIES

4.1 By the Entity

a. Organization & Authority – The Entity is duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has authority to execute this Agreement.
b. Authorization – The execution and delivery of this Agreement have been duly authorized by all requisite action.

4.2 By the Registered Agent

a. Qualifications – The Registered Agent satisfies all statutory requirements to serve, including residency or authorization to transact business in Maine.
b. Office – The Registered Office is staffed during normal business hours for personal delivery.
c. Consent – The Registered Agent has provided all statutorily required written consents to the Entity and, if applicable, to the SOS.

All representations and warranties shall survive the termination of this Agreement for a period of one (1) year.

V. COVENANTS & RESTRICTIONS

5.1 Registered Agent Covenants

a. Maintain compliance with the Act at all times.
b. Provide the Entity at least thirty (30) days’ prior written notice before changing the Registered Office.
c. Notify the Entity within one (1) business day of receipt of any service of process or official communication.

5.2 Entity Covenants

a. Promptly file all documents and pay all fees necessary to perfect and maintain the appointment.
b. Keep the Registered Agent informed of any change in the Entity’s legal name, principal address, or status.
c. Reimburse the Registered Agent for reasonable out-of-pocket costs incurred in forwarding voluminous or special-handling items.

VI. DEFAULT & REMEDIES

6.1 Events of Default

a. Failure of either party to perform any material obligation under this Agreement and failure to cure within ten (10) days after written notice.
b. Loss of statutory qualification by the Registered Agent.

6.2 Remedies

Upon an Event of Default, the non-defaulting party may seek:
1. Specific performance or injunctive relief;
2. Termination of this Agreement; and/or
3. Any other relief available at law or in equity, including costs and reasonable attorneys’ fees.

VII. RISK ALLOCATION

[Section intentionally omitted per metadata – indemnification, liability caps, and insurance are not applicable.]

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by the laws of the State of Maine, without giving effect to conflict-of-laws principles.

8.2 Forum Selection

The parties consent to exclusive jurisdiction in the Maine Business and Consumer Court (or any successor state court of competent jurisdiction) for all disputes arising under or related to this Agreement.

IX. GENERAL PROVISIONS

9.1 Amendments & Waivers – No amendment or waiver is effective unless in writing and signed by both parties.
9.2 Assignment – Neither party may assign its rights or obligations without prior written consent, except that the Entity may assign to a successor-by-merger with notice to the Registered Agent.
9.3 Notices – All notices shall be in writing and deemed given upon (i) personal delivery, (ii) deposit with a nationally recognized overnight courier, or (iii) mailing by certified U.S. mail, return receipt requested.
9.4 Severability – If any provision is held invalid, the remaining provisions shall continue in full force, and the invalid provision shall be reformed to the minimum extent necessary.
9.5 Entire Agreement – This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements.
9.6 Counterparts & Electronic Signatures – This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., PDF, DocuSign) are binding.

X. EXECUTION BLOCK

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

A. ENTITY

[ENTITY NAME]
By: _______________________________
Name: [PRINTED NAME]
Title: [AUTHORIZED TITLE]
Date: _____________________________

B. REGISTERED AGENT

[REGISTERED AGENT NAME]
☐ Individual ☐ Entity (If entity, sign below)
By: _______________________________
Name: [PRINTED NAME]
Title/Capacity: [IF APPLICABLE]
Date: _____________________________

Consent of Registered Agent

The undersigned hereby consents to serve as registered agent and confirms that the address stated above constitutes the Registered Office of the Entity in Maine.

_____________________________________
[REGISTERED AGENT NAME]
Date: ________________________________

Optional Notary Acknowledgment

State of Maine )
County of ______ ) ss.

On this ___ day of __________, 20___, before me, the undersigned Notary Public, personally appeared _______________________, known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the foregoing instrument and acknowledged that he/she/they executed the same for the purposes therein contained.

__________________________________
Notary Public, State of Maine
My Commission Expires: ___________