Minnesota Registered Agent Change/Designation Package

Professionally Drafted Corporate Template

[// GUIDANCE: This package contains (1) the filing instrument required by the Minnesota Secretary of State (“SOS”), (2) the statutory Registered Agent Consent, and (3) an optional internal Authorizing Resolution for corporate records. Delete any Exhibit that is not required for your transaction type. All bracketed items must be customized before execution and filing.]

TABLE OF CONTENTS

1. Statement of Change of Registered Office and/or Registered Agent (the “Statement”)
2. Exhibit A – Registered Agent’s Written Consent
3. Exhibit B – Authorizing Resolution of the Governing Body (optional – retain in minute book)

1. STATEMENT OF CHANGE OF REGISTERED OFFICE AND/OR REGISTERED AGENT

(“Statement”)

This Statement is submitted for filing with the Minnesota Secretary of State pursuant to Minn. Stat. § 5.36 (2023) and the [Minnesota Business Corporation Act, Minn. Stat. ch. 302A / Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. ch. 322C / other applicable chapter] (collectively, the “Act”).

I. Entity Information

1. Legal Name of Business Entity: [LEGAL ENTITY NAME]
2. Minnesota SOS File Number: [MN FILE NUMBER]
3. Entity Type: [Corporation / Limited Liability Company / Limited Partnership / Non-profit Corporation / Other]

II. Current Registered Office & Agent on Record

1. Current Registered Office Street Address (no P.O. Boxes):
   [CURRENT STREET ADDRESS], [CITY], [COUNTY], Minnesota [ZIP]
2. Current Registered Agent (if any): [CURRENT AGENT NAME]

III. New Registered Office & Agent (Designations)

1. New Registered Office Street Address (no P.O. Boxes; must be identical to agent’s business office):
   [NEW STREET ADDRESS], [CITY], [COUNTY], Minnesota [ZIP]
2. New Registered Agent Full Legal Name: [NEW AGENT NAME]
   • If the agent is an entity, indicate its Minnesota or foreign qualification file number: [AGENT ENTITY FILE NO.]
3. Agent’s E-mail Address for Official Notices (optional but recommended): [AGENT EMAIL]

IV. Effective Date

The change shall be effective:
☐ Upon SOS filing (default)  OR  ☐ On [DELAYED EFFECTIVE DATE] (mm/dd/yyyy; not more than 90 days after submission).

V. Representations & Warranties

The undersigned authorized signer hereby represents, warrants, and certifies that:
1. He/She/They have full authority under the governing documents of the Entity and the Act to execute and deliver this Statement.
2. The information contained herein is true, correct, and complete as of the date set forth below.
3. The Registered Agent named in Section III has consented in writing to the appointment contemporaneously with, or prior to, the submission of this Statement, as required by Minn. Stat. § 5.36 subd. 3.
4. The Registered Office address complies with Minn. Stat. § 5.36 subd. 1 (street address in Minnesota; identical to agent’s business office).

VI. Execution

IN WITNESS WHEREOF, the undersigned has executed this Statement on the date set forth below.

[AUTHORIZED SIGNATORY SIGNATURE]
Name: [AUTHORIZED SIGNATORY NAME]
Title: [Officer Title / Manager / Partner / Authorized Person]
Date: [DATE]

Exhibit A

REGISTERED AGENT’S WRITTEN CONSENT

(Required—must be filed with, or retained by, the Entity; best practice is to attach to the Statement.)

I, [NEW AGENT NAME], hereby consent to serve as the Registered Agent for [LEGAL ENTITY NAME] (the “Entity”) as of the Effective Date set forth in the Statement of Change of Registered Office and/or Registered Agent filed with the Minnesota Secretary of State. I acknowledge that:

1. My business office is identical with the Registered Office address specified in the Statement;
2. I will forward to the Entity at the address on record any process, notice, or demand served on me as registered agent in a timely manner; and
3. I am aware of, and will comply with, the duties of a registered agent under Minn. Stat. § 5.36.

[REGISTERED AGENT SIGNATURE]
Name: [NEW AGENT NAME]
Capacity: ☐ Individual Resident  OR  ☐ Business Entity (type): [ENTITY TYPE]
Date: [DATE]

Exhibit B (Optional – Do NOT file with SOS)

RESOLUTION OF [BOARD OF DIRECTORS / MANAGERS / PARTNERS]

APPROVING CHANGE OF REGISTERED OFFICE AND REGISTERED AGENT

WHEREAS, Minn. Stat. § 5.36 permits a business entity to change its registered office and/or registered agent by filing a Statement of Change with the Minnesota Secretary of State; and

WHEREAS, the [Board of Directors / Managers / Partners] has determined it is in the best interest of the Entity to designate [NEW AGENT NAME] as its Registered Agent and to relocate its Registered Office to the address set forth in the draft Statement presented at this meeting;

NOW, THEREFORE, BE IT RESOLVED, that the officers of the Entity are hereby authorized and directed to:

1. Execute and file with the Minnesota Secretary of State the Statement of Change of Registered Office and/or Registered Agent substantially in the form presented;
2. Obtain the Registered Agent’s written consent and attach or retain such consent in accordance with the Act;
3. Pay any required filing fees; and
4. Take any and all other actions necessary or desirable to carry out the foregoing resolutions.

RESOLVED FURTHER, that any actions previously taken by the officers of the Entity consistent with these resolutions are hereby ratified and approved in all respects.

Adopted this [DATE] day of [MONTH], [YEAR].

[SECRETARY / RECORDER SIGNATURE]
Name: [NAME]
Title: [Corporate Secretary / Recorder]

FILING & PRACTICE NOTES

[// GUIDANCE: Attorneys should review the following procedural items prior to submission.]

1. Filing Method & Fee: The SOS accepts paper filings, online submissions, or in-person delivery. Verify current fees on the SOS website; filings are typically processed immediately online or within 1-2 business days when delivered in person.
2. Entity Act Citation: Replace bracketed Act reference in the Statement header with the chapter governing the entity (e.g., “Minn. Stat. ch. 302A” for business corporations or “Minn. Stat. ch. 322C” for LLCs).
3. Delayed Effective Date: If used, ensure the date is not more than 90 days after submission.
4. County Requirement: Minnesota requires disclosure of the county in which the Registered Office is located. Confirm accuracy to avoid rejection.
5. Post-Filing Notice: Update the entity’s minute book and any foreign qualifications that reference the prior registered office/agent.
6. Service of Process Forwarding: Incorporate the new agent’s contact information into litigation hold procedures to avoid default judgments.

© [YEAR] [LAW FIRM NAME / DRAFTER]. All rights reserved. This template is provided for professional use only and should be customized to the specific facts, entity type, and governing law applicable to the client.