Registered Agent Change/Designation - Missouri

MISSOURI STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

Filing with the Missouri Secretary of State, Corporations Division

TABLE OF CONTENTS

1. Filing Cover Sheet
2. Entity Information
3. Current Registered Agent and Office
4. New Registered Agent and/or Office
5. Agent Qualification Certification
6. Authorization and Certification
7. Consent of New Registered Agent
8. Authorizing Resolution (Optional)
9. Execution Block
10. Filing Instructions and Practice Notes
11. Sources and References

1. FILING COVER SHEET

2. ENTITY INFORMATION

2.1 Exact Legal Name of Entity:
[________________________________]

2.2 Entity Type (select one):

☐ Missouri Domestic Corporation (RSMo Chapter 351)
☐ Foreign Corporation (RSMo Chapter 351)
☐ Missouri Domestic Limited Liability Company (RSMo Chapter 347)
☐ Foreign Limited Liability Company (RSMo Chapter 347)
☐ Missouri Domestic Nonprofit Corporation (RSMo Chapter 355)
☐ Foreign Nonprofit Corporation (RSMo Chapter 355)
☐ Missouri Domestic Limited Partnership (RSMo Chapter 359)
☐ Foreign Limited Partnership (RSMo Chapter 359)
☐ Missouri Limited Liability Partnership
☐ Other: [________________________________]

2.3 Missouri Secretary of State Charter/Registration Number: [________________________________]

2.4 Jurisdiction of Formation (if foreign entity): [________________________________]

2.5 Date of Formation or Registration in Missouri: [__/__/____]

3. CURRENT REGISTERED AGENT AND OFFICE

3.1 Current Registered Agent Name:
[________________________________]

3.2 Current Registered Office Address (physical Missouri street address):
[________________________________]
City: [________________________________] State: MO ZIP: [____]
County: [________________________________]

3.3 Current Mailing Address (if different):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

4. NEW REGISTERED AGENT AND/OR OFFICE

4.1 Type of Change (select all that apply):

☐ Change of Registered Agent only
☐ Change of Registered Office address only
☐ Change of both Registered Agent and Registered Office
☐ Initial Designation of Registered Agent

4.2 Name of New Registered Agent:
[________________________________]

4.3 New Registered Office Address (physical street address; no P.O. Box):
[________________________________]
City: [________________________________] State: MO ZIP: [____]
County: [________________________________]

4.4 Mailing Address (if different from registered office):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

4.5 Effective Date (select one):

☐ Upon filing with the Missouri Secretary of State
☐ Delayed effective date (not more than 90 days after filing): [__/__/____]

Note: Under RSMo § 351.375, the change becomes effective when the statement is filed by the Secretary of State. The address of the registered office and the business office of the registered agent must be identical.

5. AGENT QUALIFICATION CERTIFICATION

The new registered agent certifies the following qualifications (select one):

☐ Individual Agent – A Missouri resident individual whose business office is identical to the registered office stated in Section 4.3.

☐ Domestic Entity Agent – A Missouri business entity in good standing whose business office is identical to the registered office stated in Section 4.3.

☐ Foreign Entity Agent – A foreign entity authorized to transact business in Missouri whose business office is identical to the registered office stated in Section 4.3.

6. AUTHORIZATION AND CERTIFICATION

The undersigned, under penalties of perjury, declares and certifies that:

(a) The entity named in Section 2 is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and, if foreign, is authorized to transact business in Missouri.

(b) This Statement of Change has been duly authorized by all necessary corporate, company, or partnership action under the entity's governing documents and applicable Missouri law.

(c) The new registered agent meets all statutory qualifications to serve in Missouri.

(d) The new registered office address is a physical Missouri street address identical to the business office of the new agent.

(e) All information contained herein is true, correct, and complete as of the date signed.

(f) The new registered agent has consented to the appointment (consent attached in Section 7).

7. CONSENT OF NEW REGISTERED AGENT

I, the undersigned, hereby consent to serve as registered agent in the State of Missouri for:

Entity Name: [________________________________]
Missouri Charter Number: [________________________________]

I certify that:

(a) I meet the statutory qualifications to serve as a registered agent in Missouri;

(b) My business office address is identical to the registered office address stated in Section 4.3;

(c) The registered office is a physical street address in Missouri;

(d) I will maintain the registered office during normal business hours and accept service of process, notices, and demands on behalf of the entity;

(e) I will promptly forward to the entity all process, notices, and demands received; and

(f) I will comply with all duties imposed on registered agents under Missouri law.

Signature of Registered Agent:

___________________________________
Printed Name: [________________________________]
Title (if entity agent): [________________________________]
Date: [__/__/____]

Registered Agent Address:
[________________________________]
City: [________________________________] State: MO ZIP: [____]
County: [________________________________]
Phone (optional): [________________________________]
Email (optional): [________________________________]

8. AUTHORIZING RESOLUTION (OPTIONAL)

RESOLUTION OF THE [☐ BOARD OF DIRECTORS / ☐ MEMBERS / ☐ PARTNERS]

Entity: [________________________________]
Date Adopted: [__/__/____]

WHEREAS, Missouri law requires the entity to maintain a registered agent and registered office in the State of Missouri; and

WHEREAS, the [Board of Directors / Members / Partners] has determined that a change of registered agent and/or registered office is advisable;

NOW, THEREFORE, BE IT RESOLVED, that:

1. [________________________________] is appointed as the entity's registered agent in Missouri, with a registered office at [________________________________], County of [________________________________];

2. The prior registered agent, [________________________________], is released from service upon filing;

3. [________________________________] is authorized to execute and file the Statement of Change (Form Corp. 59 or equivalent) with the Missouri Secretary of State, pay all filing fees, and take all necessary actions; and

4. All prior actions in connection with this change are ratified and approved.

___________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

9. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Statement of Change under penalties of perjury.

10. FILING INSTRUCTIONS AND PRACTICE NOTES

Filing Methods

Filing Fees

Note: Verify current fees at the Missouri Secretary of State website. The official form is Corp. 59, but a self-drafted statement containing all required information may also be accepted. Fees are typically paid by check or money order payable to the "Missouri Secretary of State."

Processing Times

Pre-Filing Checklist

☐ Confirm entity is in good standing on the Missouri Secretary of State database
☐ Verify new agent meets statutory qualifications (Missouri resident individual or authorized entity)
☐ Confirm registered office is a physical Missouri street address (no P.O. Box)
☐ Obtain written consent from new registered agent
☐ Verify signing authority matches entity type requirements
☐ Identify the correct county for the registered office address
☐ Prepare $10 filing fee
☐ Consider using official Form Corp. 59

Post-Filing Checklist

☐ Obtain and retain filing acknowledgment from the Secretary of State
☐ File copy in entity minute book or company records
☐ Provide copy to new registered agent
☐ Notify former registered agent
☐ Update entity records and organizational documents
☐ Update registered agent information in other jurisdictions of qualification
☐ Update annual registration report for next filing cycle
☐ Update bank accounts, insurance, and business licenses

Important Practice Notes

1. Continuous Maintenance Required: Under RSMo § 351.370, a corporation must continuously maintain a registered office and registered agent in Missouri. Similar requirements exist for LLCs under RSMo § 347.030.

2. Administrative Dissolution Risk: Failure to maintain a registered agent may result in administrative dissolution (RSMo § 351.486) or revocation of authority for foreign entities.

3. Agent Vacancy: If the registered agent dies, resigns, or becomes disqualified, the entity must promptly appoint a successor and file a Statement of Change.

4. County Identification: The Missouri Secretary of State may require identification of the county in which the registered office is located for service-of-process docketing purposes.

5. Official Form: The Missouri Secretary of State provides Form Corp. 59 for Statement of Change filings. While use of the official form is recommended, a self-drafted statement containing all required statutory information may be accepted.

6. Annual Registration Reports: Ensure the registered agent information is updated in the entity's next annual registration report to avoid inconsistencies.

11. SOURCES AND REFERENCES

• RSMo § 351.370 – Registered Office and Registered Agent: https://revisor.mo.gov/main/OneSection.aspx?section=351.370
• RSMo § 351.375 – Change of Registered Office or Agent: https://revisor.mo.gov/main/OneSection.aspx?section=351.375
• RSMo § 347.030 – LLC Registered Office and Agent: https://revisor.mo.gov/main/OneSection.aspx?section=347.030
• RSMo § 355.856 – Nonprofit Change of Agent: https://revisor.mo.gov/main/OneSection.aspx?section=355.856
• Missouri Secretary of State – Business Services: https://www.sos.mo.gov/business
• Form Corp. 59 – Statement of Change: https://www.sos.mo.gov/cmsimages/business/corp59.pdf

This template is provided for informational and educational purposes only. It does not constitute legal advice. All statutory citations should be verified against current Missouri Revised Statutes before filing. The Missouri Secretary of State may update forms, fees, and procedures at any time. Consult a licensed Missouri attorney for legal advice specific to your situation.