STATEMENT OF DESIGNATION OR CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE

(Mississippi – Miss. Code Ann. §§ 79-4-5.02 & 79-29-105)

[// GUIDANCE: This template is intended for use with both Mississippi business corporations (Title 79, Ch. 4) and Mississippi limited liability companies (Title 79, Ch. 29). Delete or modify bracketed language to suit the entity type. Attach any Mississippi Secretary of State cover sheets or filing transmittal forms then file electronically via the Secretary of State’s online filing system or by mail as permitted.]

I. DOCUMENT HEADER

1. Entity Name: [COMPLETE LEGAL NAME OF ENTITY]
2. Entity Type: [Mississippi Business Corporation / Mississippi Limited Liability Company / Foreign Corporation qualified in MS / Foreign LLC qualified in MS]
3. Mississippi SOS Business ID #: [_]
4. Date of Adoption / Board Approval: [MM / DD / YYYY]
5. Effective Date of Filing (optional): [MM / DD / YYYY]
   If no date is supplied, this Statement is effective upon acceptance by the Mississippi Secretary of State, but no later than 90 days after signing.

II. RECITALS

A. The Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
B. Pursuant to Miss. Code Ann. § 79-4-5.02 (corporations) or § 79-29-105 (LLCs), the Entity desires to (i) designate a new registered agent and registered office in the State of Mississippi or (ii) change its existing registered agent and/or registered office, as set forth herein.
C. The undersigned is authorized to execute and file this Statement on behalf of the Entity.

III. DEFINITIONS

For purposes of this Statement, the following capitalized terms shall have the meanings set forth below.

“Entity” means the business corporation or limited liability company identified in Section I.

“Registered Agent” means the individual or business entity appointed in Section IV to receive service of process on behalf of the Entity pursuant to Miss. Code Ann. Title 79.

“Registered Office” means the physical street address (and, if applicable, mailing address) in the State of Mississippi where the Registered Agent is located, as required by Mississippi law.

IV. OPERATIVE PROVISIONS

1. Designation / Change.
   The Entity hereby (check one):
   ☐ DESIGNATES a Registered Agent and Registered Office for the first time.
   ☐ CHANGES its existing Registered Agent and/or Registered Office.

2. Registered Agent Information (new or successor agent):
   a. Name: [REGISTERED AGENT FULL LEGAL NAME]
   b. Capacity (check one): ☐ Individual resident of Mississippi ☐ Mississippi business entity ☐ Foreign business entity authorized to do business in Mississippi
   c. Email Address for Service of Process Notices (optional but recommended): [_]

3. Registered Office Address (physical street address – NO P.O. BOX):
   [STREET ADDRESS]
   [CITY], Mississippi [ZIP]

4. Mailing Address (if different from physical—may be P.O. Box):
   [MAILING ADDRESS]
   [CITY], Mississippi [ZIP]

5. Agent Acceptance.
   The written consent of the Registered Agent is attached hereto as Annex A and incorporated herein by reference.

6. Effect of Filing.
   Upon the effective date specified in Section I.5 (or, if none, upon the Secretary of State’s endorsement), the Registered Agent and Registered Office set forth above shall supersede and replace all prior designations for all purposes under Mississippi law.

7. Further Assurances.
   The Entity shall deliver any additional documents, pay any required fees, and take such further actions as may be reasonably necessary to effectuate this Statement.

V. REPRESENTATIONS & WARRANTIES

The Entity represents and warrants that:

1. The information contained herein is true, correct, and complete as of the date of execution.
2. The Registered Agent designated herein satisfies all statutory qualifications under Miss. Code Ann. Title 79, including residency or authorization to transact business in Mississippi.
3. The Registered Office address complies with Mississippi statutory requirements and is identical to the business address of the Registered Agent.

The foregoing representations shall survive the filing and acceptance of this Statement.

VI. COVENANTS

1. Ongoing Compliance. The Entity shall continuously maintain a qualified registered agent and registered office in Mississippi and shall file any subsequent statement of change within the time frames prescribed by law.
2. Notice of Change. The Entity shall promptly notify the Secretary of State and all requisite parties of any change in the information set forth herein.

VII. DEFAULT & REMEDIES

Failure to maintain a registered agent and registered office may result in (i) administrative dissolution or revocation of the Entity’s authority to transact business in Mississippi; and/or (ii) the Mississippi Secretary of State being deemed the Entity’s agent for service of process, all without limiting any other legal or equitable remedies available under applicable law.

VIII. RISK ALLOCATION

[// GUIDANCE: Indemnification, liability caps, and insurance provisions are unnecessary for this statutory filing and therefore intentionally omitted in accordance with the user’s metadata.]

IX. DISPUTE RESOLUTION

1. Governing Law. This Statement, and any dispute arising herefrom, shall be governed by and construed in accordance with the corporate laws of the State of Mississippi without regard to conflicts-of-law principles.
2. Forum Selection. Any proceeding relating to or arising under this Statement shall be brought exclusively in the designated Mississippi business court or, if jurisdiction is lacking, in any court of competent jurisdiction within the State of Mississippi.

[// GUIDANCE: Arbitration, jury waiver, and injunctive-relief provisions are excluded per user-supplied metadata.]

X. GENERAL PROVISIONS

1. Amendments. This Statement may be amended or restated only by filing a subsequent statement of change or other instrument with the Mississippi Secretary of State as permitted by law.
2. Severability. If any provision of this Statement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
3. Entire Filing. This Statement (including Annex A) constitutes the entire filing regarding the matters addressed herein and supersedes all prior filings or statements on the subject matter.
4. Counterparts; Electronic Signatures. This Statement may be executed in one or more counterparts, each of which shall be deemed an original. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

XI. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized to act on behalf of the Entity, executes this Statement as of the date set forth below.

[Entity Seal, if any]

ANNEX A

WRITTEN CONSENT OF REGISTERED AGENT

I, [REGISTERED AGENT FULL LEGAL NAME], hereby accept the appointment as Registered Agent for [ENTITY NAME], effective on the filing of the foregoing Statement with the Mississippi Secretary of State. I certify that I am familiar with and will comply with the obligations of a registered agent under Mississippi law, including the duty to forward to the Entity at its last known address any process, notice, or demand served upon me.

Registered Agent’s Phone (optional): [_]
Registered Agent’s Email (optional): [_]

[// GUIDANCE: The Agent’s written consent may also be set forth on the Secretary of State’s electronic filing screens; however, best practice is to retain a manually executed copy for the Entity’s records.]