STATEMENT OF CHANGE/DESIGNATION OF REGISTERED AGENT AND/OR REGISTERED OFFICE
(Missouri Entity – Comprehensive Attorney Template)
[// GUIDANCE: This template is intended for use with Missouri corporations, limited liability companies, limited partnerships, and other domestic or foreign entities authorized to transact business in Missouri. It combines (i) an internal authorizing resolution, (ii) the public filing statement, and (iii) the Registered Agent’s written consent—each of which may be separated, edited, or filed individually to match the Secretary of State’s current form requirements. Always confirm the latest Secretary of State filing fees and form codes before submission.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Intentionally Omitted)
- Dispute Resolution
- General Provisions
- Execution Block & Registered Agent Consent
1. DOCUMENT HEADER
STATEMENT OF CHANGE OR DESIGNATION OF REGISTERED AGENT AND/OR REGISTERED OFFICE
This Statement (the “Statement”) is executed effective as of [EFFECTIVE DATE] (the “Effective Date”) pursuant to the Missouri Revised Statutes and is delivered for filing with the Missouri Secretary of State.
Entity Information
a. Legal Name of Entity: [FULL LEGAL NAME] (the “Entity”)
b. Missouri Charter/Registration No.: [CHARTER NUMBER]
c. Entity Type: [Corporation / Limited Liability Company / Limited Partnership / Foreign Corporation / Foreign LLC / Other]
d. Jurisdiction of Organization (if foreign): [STATE/COUNTRY]
2. DEFINITIONS
For purposes of this Statement, the following capitalized terms have the meanings assigned below. Defined terms apply equally to singular and plural forms.
“Act” means the Missouri Revised Statutes governing the Entity’s form of organization, including all amendments in effect on the Effective Date.
“Registered Agent” means the individual or business entity satisfying the requirements of the Act and designated in Section 3.1 herein.
“Registered Office” means the street address in the State of Missouri, meeting statutory requirements, at which the Registered Agent maintains a business office as set forth in Section 3.2.
3. OPERATIVE PROVISIONS
3.1 Change/Designation of Registered Agent.
a. Previous Registered Agent (if any): [PRIOR AGENT NAME]
b. New Registered Agent: [NEW AGENT NAME]
i. Type: [Individual Missouri Resident] / [Missouri Business Entity in Good Standing]
ii. Missouri Secretary of State Entity No. (if applicable): [AGENT SOS NUMBER]
3.2 Change/Designation of Registered Office.
a. Previous Registered Office Address (if any):
[PRIOR STREET ADDRESS, CITY, MO ZIP]
b. New Registered Office Address (physical street address only, no P.O. Boxes):
[NEW STREET ADDRESS, CITY, MO ZIP]
[// GUIDANCE: Confirm county if required for service-of-process docketing.]
3.3 Effective Time. The change/designation becomes effective:
a. upon filing with the Secretary of State; or
b. at the following delayed effective date/time not more than 90 days after filing: [DATE/TIME].
3.4 Authorization. The undersigned affirms that the change/designation was authorized in accordance with the Act and the Entity’s governing documents.
4. REPRESENTATIONS & WARRANTIES
4.1 Entity Representations. The Entity represents and warrants that:
a. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and, if foreign, is authorized to transact business in Missouri;
b. the new Registered Agent satisfies all statutory qualifications;
c. the new Registered Office complies with Missouri street-address requirements; and
d. the information contained in this Statement is true, correct, and complete as of the date executed below.
4.2 Survival. The representations and warranties in this Section survive the filing of this Statement.
5. COVENANTS & RESTRICTIONS
5.1 Continuous Maintenance. The Entity shall continuously maintain a Registered Agent and Registered Office in Missouri as required by the Act.
5.2 Notice of Future Changes. The Entity shall file an amended statement promptly upon any subsequent change to its Registered Agent or Registered Office.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute events of default:
a. any material misstatement or omission in this Statement; or
b. failure of the Entity to maintain a qualified Registered Agent or Registered Office.
6.2 Remedies. Upon default, the Missouri Secretary of State may administratively dissolve or revoke the Entity’s authority to conduct business in Missouri and may accept service of process on the Entity’s behalf as provided by law.
[// GUIDANCE: Additional internal remedies (e.g., indemnity in favor of directors/officers) may be added in an operating agreement, bylaws, or separate indemnification agreement.]
7. RISK ALLOCATION
[INTENTIONALLY OMITTED – Metadata indicates indemnification, liability caps, and related provisions are not applicable to this filing.]
8. DISPUTE RESOLUTION
8.1 Governing Law. This Statement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict-of-laws principles.
8.2 Forum Selection. Any dispute arising from or relating to the validity or effect of this filing shall be brought exclusively in the [County] Division of the Missouri state business court with subject-matter jurisdiction.
8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable as per metadata.
9. GENERAL PROVISIONS
9.1 Amendment and Waiver. This Statement may be amended or withdrawn only by a subsequent writing executed and filed in accordance with the Act.
9.2 Severability. If any provision of this Statement is determined to be invalid under applicable law, the remaining provisions shall continue in full force and effect.
9.3 Entire Statement. This document constitutes the entire statement required to effect the change/designation of Registered Agent and/or Registered Office under Missouri law.
9.4 Electronic Signatures & Counterparts. Signatures transmitted by facsimile, email-PDF, or other electronic means shall be deemed original. This Statement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument.
10. EXECUTION BLOCK & REGISTERED AGENT CONSENT
10.1 ENTITY EXECUTION
IN WITNESS WHEREOF, the undersigned, being duly authorized, hereby executes this Statement and declares under penalties of perjury that the foregoing is true and correct.
| Name of Signatory | Title | Signature | Date |
|---|---|---|---|
| [PRINTED NAME] | [Title: e.g., President / Manager / Partner] | ________ | [DATE] |
[Optional Notary Acknowledgment – verify current Secretary of State requirements.]
10.2 CONSENT OF REGISTERED AGENT
Pursuant to the Act, the undersigned hereby accepts and consents to the appointment as Registered Agent for the Entity effective as of the Effective Date.
| Registered Agent Name | Capacity (if entity) | Signature | Date |
|---|---|---|---|
| [AGENT NAME] | [Officer/Title] | ________ | [DATE] |
Registered Agent Street Address: [NEW STREET ADDRESS, CITY, MO ZIP]
County: [COUNTY]
Phone (optional): [PHONE]
Email for Service of Process (optional but recommended): [EMAIL]
[// GUIDANCE:
1. File the executed Statement with the Missouri Secretary of State—Corporations Division, along with the required filing fee (as of this drafting, $10 for most entities; verify current fee schedule).
2. Retain the original in the Entity’s minute book or company records.
3. Provide a certified copy to the new Registered Agent for its records.
4. Update any foreign qualifications, business licenses, or banking resolutions that reference the prior Registered Agent/Office.
]