CERTIFICATE OF CHANGE OR DESIGNATION OF REGISTERED OFFICE AND/OR RESIDENT AGENT

(STATE OF MICHIGAN)

[// GUIDANCE: This template is intended for use with Michigan domestic or foreign business corporations, professional corporations, nonprofit corporations, and limited liability companies (LLCs). It consolidates the statutory requirements of both the Michigan Business Corporation Act (“MBCA”) and the Michigan Limited Liability Company Act (“MLLCA”). Delete any inapplicable bracketed language before filing. File the executed certificate with the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs (“LARA”) together with the current filing fee.]

// EFFECTIVE DATE:  [MM/DD/YYYY]
// GOVERNING LAW:  Michigan state corporate law
// FORM/TYPE:  Registered Agent Appointment or Change
// MI STATUTORY AUTHORITY:  MICH. COMP. LAWS § 450.1241 (MBCA) | MICH. COMP. LAWS § 450.4207 (MLLCA)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants
VI. Default & Remedies
VII. Risk Allocation (Reserved)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title. Certificate of [Change | Designation] of Registered Office and/or Resident Agent.
2. Filing Entity. [LEGAL NAME OF ENTITY], a [STATE] [corporation | professional corporation | non-profit corporation | limited liability company] (the “Company”).
3. Entity Identification Number. [########] as assigned by LARA.
4. Effective Date. The change(s) set forth herein shall become effective on the later of (a) the date of filing by LARA or (b) [MM/DD/YYYY] (the “Effective Date”), provided such date is not more than 90 days after filing.

II. DEFINITIONS

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

“Company” means the business entity identified in Section I.2.

“Department” means the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau (“LARA”).

“Registered Office” means the street address in the State of Michigan maintained under MICH. COMP. LAWS § 450.1241 or § 450.4207, as applicable.

“Resident Agent” means the individual resident of Michigan or the Michigan-authorized business entity appointed to receive service of process for the Company under the governing statute.

III. OPERATIVE PROVISIONS

1. Statutory Basis. This Certificate is submitted pursuant to [select one]
   a. MICH. COMP. LAWS § 450.1241 of the MBCA (for corporations), or
   b. MICH. COMP. LAWS § 450.4207 of the MLLCA (for LLCs).

2. Current Registered Office and Resident Agent.
   a. Registered Office: [CURRENT STREET ADDRESS, CITY, MI ZIP]
   b. Resident Agent: [CURRENT AGENT NAME]

3. New Registered Office and/or Resident Agent.
   a. Registered Office: [NEW STREET ADDRESS, CITY, MI ZIP]
     i. [MUST be a physical street address within the State of Michigan; P.O. Boxes are not acceptable.]
   b. Resident Agent: [NEW AGENT NAME]
     i. Type: [natural person residing in MI | Michigan-authorized business entity]
     ii. Business Address: [STREET ADDRESS, CITY, MI ZIP] (must match or be identical to the Registered Office address).

4. Change Designation. (Check all that apply)
   ☐ Change of Registered Office only  ☐ Change of Resident Agent only  ☐ Change of both Registered Office and Resident Agent
   [// GUIDANCE: Mark the appropriate box(es).]

5. Authorization. The Company certifies that the change(s) set forth herein were duly authorized as follows:
   a. Corporations: Approved by resolution of the Board of Directors on [MM/DD/YYYY].
   b. LLCs: Approved by [majority of members | manager(s)] on [MM/DD/YYYY].

6. Consent of New Resident Agent. The undersigned New Resident Agent hereby consents to such appointment and acknowledges the obligations imposed by Michigan law.

IV. REPRESENTATIONS & WARRANTIES

1. Company Representations. The Company represents and warrants that:
   a. It is in good standing under the laws of its jurisdiction of organization;
   b. All information contained in this Certificate is correct and complete as of the Effective Date; and
   c. The Registered Office and Resident Agent specified in Section III.3 satisfy the statutory qualifications under Michigan law.

2. Resident Agent Representations. The Resident Agent represents and warrants that he, she, or it (as applicable):
   a. Meets the statutory requirements to serve as resident agent in Michigan; and
   b. Has consented in writing (by executing this Certificate) to the appointment effective as of the Effective Date.

3. Survival. The representations and warranties set forth in this Article IV shall survive the filing of this Certificate for so long as required under applicable law.

V. COVENANTS

1. Continuous Maintenance. The Company shall continuously maintain a Registered Office and Resident Agent in the State of Michigan in accordance with applicable law.
2. Further Assurances. The Company and the Resident Agent shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Certificate.

VI. DEFAULT & REMEDIES

1. Events of Default. Failure of the Company to maintain a Registered Office and Resident Agent in the State of Michigan as required by law shall constitute an event of default.
2. Statutory Remedies. Upon such default, the Department may administratively dissolve or revoke the Company’s authority to transact business in Michigan, and service of process may be made as provided under applicable statute.
3. Cure Period. The Company shall have 30 days following written notice from the Department to cure any deficiency related to its Registered Office or Resident Agent designation.

VII. RISK ALLOCATION (Reserved)

[// GUIDANCE: Indemnity, liability caps, and insurance requirements are not germane to this statutory filing and are therefore intentionally omitted.]

VIII. DISPUTE RESOLUTION

1. Governing Law. This Certificate and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-laws principles.
2. Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the Michigan business courts located in [COUNTY], Michigan for any proceeding relating to this Certificate.

IX. GENERAL PROVISIONS

1. Amendment. This Certificate may be amended only by subsequent filing with the Department in accordance with applicable law.
2. Severability. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
3. Entire Filing. This Certificate constitutes the entire statutory filing required to effect the change or designation of the Company’s Registered Office and/or Resident Agent under Michigan law.

X. EXECUTION BLOCK

A. Company Signature

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Certificate on the date set forth below.

B. Resident Agent Consent

I, the undersigned, hereby accept and consent to my appointment as Resident Agent for the Company effective as of the Effective Date stated in this Certificate, and I acknowledge that I am familiar with and agree to perform the obligations of a resident agent under Michigan law.

[// GUIDANCE:

1. Filing Method: The completed Certificate may be filed online via the LARA Corporations Online Filing System, by mail, or in person.
2. Filing Fee (2025): Corporations – $5; LLCs – $5. Verify current fees before submission.
3. Processing: Standard processing is typically 3–5 business days; expedited options are available for additional fees.
4. Post-Filing: Retain a file-stamped copy with the Company’s minute book or LLC records and notify internal stakeholders of the new Registered Office and Resident Agent details.]

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