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

North Dakota Business Entities

[// GUIDANCE: This template is intended for use by North Dakota domestic or foreign corporations, LLCs, LLPs, LPs, statutory trusts, and similar entities when appointing a new registered agent and/or changing the registered office in North Dakota. Adapt defined terms, execution blocks, and entity–specific language (e.g., “Member,” “Partner,” “Trustee”) as needed.]

I. DOCUMENT HEADER

1. Entity Name: [LEGAL NAME OF ENTITY] (“Company”)
2. North Dakota Business ID No.: [ND SOS FILE NO.]
3. Document Title: Statement of Change / Designation of Registered Agent and/or Registered Office
4. Effective Date: [EFFECTIVE DATE] (must not precede filing date with ND Secretary of State)
5. Governing Law: North Dakota state corporate law
6. Filing Office: North Dakota Secretary of State, Business Division

II. RECITALS

A. The Company is duly organized, validly existing, and in good standing under the laws of [STATE OF ORGANIZATION] and is authorized to transact business in North Dakota.
B. North Dakota law requires every business entity to continuously maintain a registered agent and registered office within the State of North Dakota.
C. The Company desires to (i) designate a new registered agent, (ii) change the registered office, or (iii) effect both changes, in accordance with applicable North Dakota statutes.
D. The undersigned are authorized to execute and file this Statement on behalf of the Company.

III. DEFINITIONS

“Company” – The business entity identified above.
“NDCC” – The North Dakota Century Code, as amended.
“Registered Agent” – The individual or entity appointed under NDCC to receive service of process and official notices on behalf of the Company within North Dakota.
“Registered Office” – The street address in North Dakota where the Registered Agent is located.

[// GUIDANCE: Delete unused definitions to streamline the filing.]

IV. OPERATIVE PROVISIONS

4.1 Statement of Change/Designation

(a) The Company hereby (select one):
☐ designates the individual/entity listed in Section 4.2 as its initial Registered Agent and Registered Office in North Dakota.
☐ replaces its current Registered Agent and/or Registered Office with the individual/entity and address listed in Section 4.2.

(b) This filing does not amend the Company’s principal executive office address on record with the North Dakota Secretary of State.

4.2 New Registered Agent and Registered Office

1. Name of New Registered Agent: [FULL LEGAL NAME]
2. Registered Office Street Address (must be a physical address in ND; P.O. Boxes not accepted):
   [STREET ADDRESS]
   [CITY], North Dakota [ZIP]
3. Mailing Address (if different from street address):
   [MAILING ADDRESS OR “Same as above”]

[// GUIDANCE: ND requires a physical street address. Confirm 24/7 availability to accept service of process.]

4.3 Qualifications of Registered Agent

The Registered Agent satisfies the statutory qualifications to serve in North Dakota, specifically:
a. If an individual – is a resident of North Dakota and is at least 18 years of age.
b. If an entity – is a domestic business entity in good standing or a foreign entity authorized to transact business in North Dakota, with an office identical to the Registered Office address stated above.

4.4 Written Consent of Registered Agent

The Registered Agent has executed the Consent of Registered Agent attached hereto as Exhibit A, evidencing acceptance of the appointment and consent to serve.

4.5 Resignation of Prior Registered Agent (if applicable)

The prior registered agent, [NAME OR “N/A”], is deemed to have resigned effective on the effectiveness of this filing pursuant to NDCC. The Company releases the prior agent from further obligation after the effective date.

V. REPRESENTATIONS & WARRANTIES

5.1 Company Representations
a. The Company is in good standing under the laws of its jurisdiction of formation and is authorized to do business in North Dakota.
b. The information contained in this Statement is true, correct, and complete as of the date executed below.

5.2 Registered Agent Representations
The Registered Agent represents that it (i) meets all statutory qualifications, (ii) has reviewed this Statement, and (iii) has provided written consent attached as Exhibit A.

5.3 Survival
The representations and warranties in this Article V survive the acceptance of this filing by the North Dakota Secretary of State.

VI. COVENANTS

6.1 Continuous Maintenance
The Company covenants to continuously maintain a qualified registered agent and registered office in North Dakota in accordance with the NDCC.

6.2 Notifications
If the Registered Agent changes its own name, address, or ceases to meet statutory qualifications, it shall provide written notice to the Company within five (5) business days.

6.3 Future Filings
The Company shall timely file any subsequent statements required by the NDCC to reflect future changes to its registered agent or registered office.

VII. DEFAULT & REMEDIES

Failure to maintain a qualified registered agent or registered office may subject the Company to administrative dissolution, revocation, or loss of authority to transact business in North Dakota, along with any associated penalties and fees imposed by the Secretary of State.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Statement shall be governed by and construed in accordance with the laws of the State of North Dakota without regard to conflict-of-laws principles.

8.2 Forum Selection
Any dispute arising out of or relating to this Statement shall be brought exclusively in the North Dakota state business court (or, if jurisdiction is lacking, in another court of competent jurisdiction within the State of North Dakota).

[// GUIDANCE: Arbitration, jury waiver, injunctive relief, indemnification, and liability caps are not applicable per metadata and therefore omitted.]

IX. GENERAL PROVISIONS

9.1 Amendment
This Statement may be amended only by filing an appropriate instrument with the North Dakota Secretary of State in the form and manner prescribed by the NDCC.

9.2 Severability
If any provision of this Statement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions.

9.3 Entire Filing
This Statement and the attached Consent of Registered Agent (Exhibit A) constitute the entire filing necessary to effect the change/designation of registered agent and/or registered office for the Company in North Dakota.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Statement on the date(s) set forth below.

Company

Name: [AUTHORIZED SIGNATORY NAME]
Title: [TITLE: e.g., President / Manager / Partner]
Date: [DATE]

[OPTIONAL: Corporate Seal]

New Registered Agent – Acknowledgment of Appointment

I, the undersigned, affirm that I am the person/entity named herein as the new Registered Agent, that I meet all statutory qualifications, and that I consent to serve in such capacity.

Name: [REGISTERED AGENT NAME]
Title/Capacity (if entity): [TITLE]
Date: [DATE]

(Notary acknowledgment if required)

EXHIBIT A

CONSENT OF REGISTERED AGENT

The undersigned hereby (a) accepts appointment as Registered Agent for [LEGAL NAME OF ENTITY], (b) acknowledges the duties prescribed by North Dakota law, and (c) agrees to forward to the Company at the address provided in its public records all process, notices, and demands served upon the undersigned as Registered Agent.

Registered Agent Name: [REGISTERED AGENT NAME]
Registered Office Address: [STREET ADDRESS, CITY, ND ZIP]

Signature: _____
Printed Name: ____
Title/Capacity (if entity): ___
Date: ________

(Notary acknowledgment if required)

[// GUIDANCE:
1. Filing Method – ND SOS accepts online and paper filings. Online filing accelerates processing but still requires the Registered Agent’s consent (upload as PDF).
2. Fees – Verify current filing fee for a Statement of Change ($10 for most entities as of this template’s date).
3. Effective Time – If an effective future date is specified, it cannot be more than 90 days after receipt by the ND SOS.
4. Multiple Entities – A separate Statement is required for each entity; do not list multiple companies on one form.
5. Record Retention – Maintain a stamped-filed copy with corporate records for at least as long as the entity remains registered in North Dakota.]