STATEMENT OF DESIGNATION / CHANGE OF REGISTERED AGENT

(North Carolina Business Entities – N.C. Gen. Stat. §§ 55D-30 & -31)

[// GUIDANCE: This template is designed for corporations, LLCs, LLPs, and other entities formed or domesticated under North Carolina law. It is intended for use with the North Carolina Secretary of State’s online filing system or as a paper submission. Replace all bracketed terms, delete Guidance boxes before execution, and attach any required exhibits (e.g., Agent Consent) before filing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Registered Agent Designation / Change
   3.2 Registered Office Address
   3.3 Effective Date & Time
4. Representations & Warranties
5. Covenants
6. Default & Remedies
7. Governing Law; Forum Selection
8. General Provisions
9. Execution Block
10. Exhibit A – Registered Agent’s Written Consent (if executed separately)

1. DOCUMENT HEADER

Entity: [ENTITY NAME], a [North Carolina / Foreign] [Corporation / Limited Liability Company / Limited Partnership / Limited Liability Partnership] (the “Company”)
SOS ID No.: [SECRETARY OF STATE ID]
Current Registered Agent (if any): [PRIOR AGENT NAME]
Current Registered Office (if any): [PRIOR STREET ADDRESS], [CITY], NC [ZIP]
Document Title: Statement of Designation / Change of Registered Agent and/or Registered Office
Effective Date: [MM/DD/YYYY] (or “upon filing”)
County of Registered Office: [COUNTY]

2. DEFINITIONS

“Act” means Chapter 55D of the North Carolina General Statutes, as amended.

“Business Court” means the North Carolina Business Court having venue pursuant to the North Carolina Rules of Civil Procedure and applicable local rules.

“Company” has the meaning set forth in the Document Header.

“Registered Agent” means the individual or entity appointed pursuant to Section 3.1.

“Registered Office” means the physical street address identified in Section 3.2 that satisfies N.C. Gen. Stat. § 55D-30(a)(2).

3. OPERATIVE PROVISIONS

3.1 Registered Agent Designation / Change

(a) The Company hereby [designates / replaces] its Registered Agent as:

• Name of Registered Agent: [NEW AGENT NAME]
• Agent Type: [Individual Resident of NC / Domestic Business Entity / Foreign Business Entity Authorized in NC]
• SOS ID of Agent (if an entity): [AGENT SOS ID or “N/A”]

(b) The Registered Agent meets all statutory qualifications under N.C. Gen. Stat. § 55D-30(b).

3.2 Registered Office Address

(a) Street Address (must be located in North Carolina and may not be a P.O. Box):
[STREET ADDRESS], [CITY], NC [ZIP]

(b) Mailing Address (if different from Street Address):
[MAILING ADDRESS or “Same as street address”]

3.3 Effective Date & Time

This Statement shall become effective (check one):
☐ Upon filing by the North Carolina Secretary of State
☐ At [HH:MM a/p.m., Eastern Time] on [MM/DD/YYYY] (not more than 90 days after filing)

[// GUIDANCE: If a delayed effective date/time is selected, insert it exactly as required by the Secretary of State.]

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. The undersigned officer/authorized signatory of the Company certifies that the information contained herein is true, correct, and complete.

4.2 Statutory Compliance. The Company represents that:
(a) The Registered Agent has consented in writing to the appointment pursuant to N.C. Gen. Stat. § 55D-31(b) (see Exhibit A).
(b) The Registered Office address is identical to the business address of the Registered Agent.
(c) The Company is in good standing in its jurisdiction of formation and is authorized to transact business in North Carolina (if foreign).

4.3 Survival. The representations in this Section 4 survive the filing and remain in effect for so long as the designation remains on file with the Secretary of State.

5. COVENANTS

5.1 Continuous Agent. The Company shall maintain a Registered Agent and Registered Office in North Carolina at all times as required by the Act.

5.2 Subsequent Changes. Within five (5) business days after any change requiring a filing under N.C. Gen. Stat. § 55D-31 or § 55D-32, the Company will file the requisite statement and obtain a new written consent.

5.3 Notices. The Company shall promptly forward to the Registered Agent any legal process, notice, or demand received directly by the Company that is directed to the Registered Agent.

6. DEFAULT & REMEDIES

6.1 Failure to Maintain Agent. If the Company fails to maintain a Registered Agent or Registered Office, the North Carolina Secretary of State may commence administrative proceedings that could result in (i) suspension of the Company’s authority to transact business in North Carolina, and/or (ii) administrative dissolution (domestic entities) or revocation of certificate of authority (foreign entities). See N.C. Gen. Stat. §§ 55-14-20 et seq.; 57D-6-06 et seq.

6.2 Cure Period. Upon receipt of notice of non-compliance from the Secretary of State, the Company shall have sixty (60) days to cure the default by filing an appropriate statement of change.

6.3 Fees & Costs. The Company shall be responsible for all filing fees, penalties, and reasonable attorney fees incurred in connection with curing any default described in Section 6.1.

7. GOVERNING LAW; FORUM SELECTION

7.1 Governing Law. This Statement and all matters arising hereunder are governed by the laws of the State of North Carolina without regard to its conflict-of-laws principles.

7.2 Forum. Any dispute arising out of or relating to this Statement shall be brought exclusively in the North Carolina Business Court.

[// GUIDANCE: Arbitration and jury-trial waiver provisions are not applicable per metadata.]

8. GENERAL PROVISIONS

8.1 Amendments. This Statement may be amended only by filing a subsequent statement that complies with the Act.

8.2 Severability. If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

8.3 Electronic Signatures. Signatures transmitted via DocuSign, PDF, or other reliable electronic means shall be deemed originals.

8.4 Counterparts. This Statement may be executed in any number of counterparts, each of which is deemed an original and all of which constitute one instrument.

9. EXECUTION BLOCK

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

REGISTERED AGENT’S CONSENT

The undersigned hereby accepts the appointment as Registered Agent and certifies that the information pertaining to the Registered Office is correct.

[// GUIDANCE: If the Secretary of State’s e-filing portal captures the Agent’s electronic consent separately, replace this block with “See Electronic Consent on File.”]

10. EXHIBIT A – REGISTERED AGENT’S WRITTEN CONSENT

[Attach only if the Agent’s consent is executed on a separate page. Delete if Agent consent appears in Section 9.]

[End of Template]