STATEMENT OF DESIGNATION OR CHANGE OF REGISTERED AGENT
(Mont. Code Ann. §§ 35-1-107 & 35-1-108)
[// GUIDANCE: This template is designed for use by Montana corporations, LLCs, LPs, and other domestic or foreign entities that are required to maintain a registered agent and registered office in the State of Montana. It may be adapted for initial designation or subsequent change. Where the entity type has its own form (e.g., LLCs under Title 35, Ch. 8), confirm the Secretary of State’s current filing protocols before use.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Not Applicable)
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title.
Statement of Designation or Change of Registered Agent and/or Registered Office (the “Statement”).
1.2 Parties.
a. “[Entity]”: [LEGAL NAME OF ENTITY], a [STATE OF FORMATION] [ENTITY TYPE] qualified to transact business in the State of Montana under File No. [MT SOS FILING NUMBER].
b. “[New Agent]”: [FULL LEGAL NAME OF PROPOSED REGISTERED AGENT].
1.3 Effective Date.
This Statement becomes effective on the earlier of: (i) the date and time endorsed by the Montana Secretary of State upon filing; or (ii) [DEFERRED EFFECTIVE DATE, IF ANY, NOT TO EXCEED 90 DAYS AFTER FILING].
1.4 Governing Law.
This Statement is governed by and shall be construed in accordance with the Montana Business Corporation Act and other applicable provisions of Montana state corporate law.
2. DEFINITIONS
For purposes of this Statement, capitalized terms have the meanings set forth below:
“Business Court” means the Montana Business and Commercial Court having jurisdiction pursuant to Mont. Code Ann. § 3-1-804.
“Former Agent” means the registered agent of record immediately prior to the Effective Date, if any.
“Registered Office” means the street address of the New Agent in the State of Montana designated in Section 3.2.
“Secretary of State” means the Montana Secretary of State.
3. OPERATIVE PROVISIONS
3.1 Revocation of Former Appointments (if applicable).
As of the Effective Date, the Entity hereby terminates the appointment of the Former Agent and revokes any previously recorded registered office address with the Secretary of State.
3.2 Designation of New Registered Agent and Registered Office.
a. New Agent. The Entity hereby appoints New Agent as its registered agent in the State of Montana pursuant to Mont. Code Ann. § 35-1-107(1).
b. Registered Office Address. The street address of the Registered Office where service of process may be made upon the Entity is:
• Street Address (physically located in Montana; P.O. Boxes are insufficient):
[NUMBER] [STREET] [S U I T E/ F L O O R]
[CITY], MT [ZIP]
• Mailing Address (if different):
[P.O. BOX OR STREET]
[CITY], MT [ZIP]
3.3 Consent of New Agent.
New Agent:
i. Consents to serve as the registered agent for the Entity;
ii. Certifies that the information set forth in Section 3.2 is correct; and
iii. Acknowledges the duties imposed by Mont. Code Ann. § 35-1-107(5) to forward to the Entity at its last known address any process, notice, or demand served upon the New Agent.
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 formation and is qualified to transact business in Montana.
b. The execution, delivery, and filing of this Statement have been duly authorized by all requisite corporate or organizational action.
c. The information provided herein is true, correct, and complete as of the date of signing.
4.2 New Agent Representations.
New Agent represents and warrants that:
a. If an individual, New Agent is a resident of the State of Montana who is at least 18 years of age; OR
b. If a business entity, New Agent is a Montana organization or a foreign entity authorized to transact business in Montana;
c. New Agent maintains a business office identical to the Registered Office; and
d. New Agent is in compliance with all statutory obligations applicable to registered agents in Montana.
4.3 Survival.
The representations and warranties set forth in this Section 4 survive the filing and effectiveness of this Statement.
5. COVENANTS & RESTRICTIONS
5.1 Continuing Obligations of the Entity.
The Entity covenants to:
a. Promptly notify the New Agent of any change in the Entity’s principal business address or mailing address;
b. Maintain the Registered Office continuously in accordance with Montana law; and
c. Timely file any subsequent statements required under Mont. Code Ann. § 35-1-108 in the event of a future change of registered agent or registered office.
5.2 Obligations of New Agent.
New Agent covenants to:
a. Accept service of process, notices, and demands on behalf of the Entity and forward them as required;
b. Maintain the Registered Office in good order, ensuring physical accessibility during normal business hours; and
c. Provide at least 30 days’ written notice to the Entity before resigning pursuant to Mont. Code Ann. § 35-1-109.
6. DEFAULT & REMEDIES
6.1 Events of Default.
Any of the following constitutes an “Event of Default”:
a. Material breach of any covenant, representation, or warranty contained in this Statement;
b. New Agent’s failure to maintain a valid business address in Montana;
c. Entity’s failure to maintain good standing in Montana.
6.2 Cure Period.
The non-defaulting Party must give written notice specifying the Event of Default. The defaulting Party has 15 days from receipt of notice to cure.
6.3 Remedies.
If an Event of Default remains uncured after the expiration of the Cure Period, the non-defaulting Party may, in addition to any other remedy available at law or in equity:
a. Terminate the New Agent’s appointment upon filing the appropriate statement with the Secretary of State; or
b. Resign as registered agent (if New Agent is the non-defaulting Party) pursuant to Mont. Code Ann. § 35-1-109.
6.4 Attorneys’ Fees.
In any action arising from or relating to this Statement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
[Not Applicable – per metadata]
8. DISPUTE RESOLUTION
8.1 Governing Law.
This Statement and any dispute arising hereunder are governed by the internal laws of the State of Montana, without regard to its conflict-of-laws principles.
8.2 Forum Selection.
The Parties irrevocably submit to the exclusive jurisdiction of the Montana Business Court (or, if jurisdiction is lacking, the state district courts of Lewis and Clark County, Montana) for any dispute arising out of or relating to this Statement.
8.3 Arbitration.
Not applicable.
8.4 Jury Waiver.
Not applicable.
9. GENERAL PROVISIONS
9.1 Amendments and Waivers.
This Statement may be amended only by a writing executed by duly authorized representatives of both the Entity and the New Agent and filed with the Secretary of State as required by law. No waiver is effective unless in writing and signed by the Party against whom enforcement is sought.
9.2 Assignment.
Neither Party may assign its rights or delegate its duties under this Statement except as required or permitted by Montana law.
9.3 Successors and Assigns.
This Statement binds and benefits the Parties and their respective successors, assigns, legal representatives, and, in the case of the Entity, its shareholders, members, or partners, as applicable.
9.4 Severability.
If any provision of this Statement is held invalid or unenforceable, the remaining provisions remain in full force and effect to the maximum extent permitted by law.
9.5 Entire Agreement.
This Statement constitutes the entire agreement of the Parties regarding the subject matter hereof and supersedes all prior statements, representations, or agreements, oral or written.
9.6 Counterparts; Electronic Signatures.
This Statement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Signatures delivered by PDF, facsimile, or compliant e-signature platform have the same legal effect as originals.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto execute this Statement as of the dates set forth below.
ENTITY
[LEGAL NAME OF ENTITY]
By: ____
Name: [NAME OF AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _________
NEW REGISTERED AGENT
I, the undersigned, hereby accept the appointment as registered agent for the Entity and consent to serve in that capacity.
[NAME OF NEW AGENT (typed)]
Signature: ____
Date: _________
NOTARY ACKNOWLEDGMENT – AGENT (Required if filing is notarized)*
State of Montana )
County of ____)
On this _ day of _, 20, before me, the undersigned Notary Public, personally appeared ___, known or identified to me to be the person who executed the foregoing Statement and acknowledged to me that he/she executed the same for the purposes therein stated.
Seal: _________
Notary Public for the State of Montana
Printed Name: ___
My Commission Expires: ______
*Check current SOS requirements; notarization is generally recommended but not always mandatory for electronic filings.
[// GUIDANCE: Filing Mechanics]
- Confirm good-standing status of the Entity before filing.
- Submit this Statement, together with the applicable filing fee, via the Montana Secretary of State’s online filing portal or by mail (if permitted).
- Retain a stamped copy for corporate records.
- Update all internal governance documents and third-party filings to reflect the new Registered Office.
[// GUIDANCE: Customization Notes]
• Replace bracketed placeholders with accurate information.
• Delete inapplicable optional sections (e.g., notary block for e-filings).
• For entities other than corporations, update statutory citations (e.g., Mont. Code Ann. § 35-8-204 for LLCs).
• If the Entity elects a delayed Effective Date, ensure compliance with the 90-day limit under Mont. Code Ann. § 35-1-1305(2).