NEW JERSEY REGISTERED AGENT APPOINTMENT AND CONSENT AGREEMENT
(Comprehensive Form for Initial Designation or Change of Registered Agent & Registered Office – N.J. Domestic or Authorized Foreign Business Entity)
[// GUIDANCE: This template is intentionally expansive to permit practitioners to tailor the scope (e.g., remove inapplicable indemnity language) while preserving maximum enforceability. Bracketed items must be completed or deleted before use.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Statutory Certificate of Change (Form C-102)
Exhibit B – Board Resolution (Model)
I. DOCUMENT HEADER
1.1 Title
Registered Agent Appointment and Consent Agreement (the “Agreement”).
1.2 Parties
(a) “[COMPANY NAME],” a [New Jersey / foreign (specify state)] [corporation/LLC/LP/other] (the “Company”); and
(b) “[AGENT LEGAL NAME],” a [New Jersey individual / New Jersey–qualified business entity] (the “Agent”).
1.3 Recitals
A. The Company is required under the New Jersey Business Corporation Act, N.J. Stat. Ann. § 14A:4-1(b), to maintain a registered agent and registered office in the State of New Jersey.
B. The Company desires to designate the Agent, and the Agent is willing to serve, subject to the terms and conditions set forth herein.
C. The parties wish to set forth their agreement and file (or cause to be filed) the accompanying statutory Certificate of Change attached hereto as Exhibit A.
1.4 Effective Date
This Agreement shall be effective on the later of (i) the date executed by both parties, or (ii) the “Effective Date” stated in the Certificate of Change accepted for filing by the New Jersey Division of Revenue & Enterprise Services (“NJ-DORES”).
1.5 Governing Law & Jurisdiction
This Agreement, and all rights and duties hereunder, shall be governed by and construed in accordance with the corporate laws of the State of New Jersey, without regard to conflict-of-laws principles.
II. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.
“Applicable Law” – Collectively, (i) the New Jersey Business Corporation Act, N.J. Stat. Ann. § 14A:1-1 et seq. (as amended), (ii) any successor statute, and (iii) all rules and regulations promulgated thereunder.
“Certificate of Change” – The form titled “Certificate of Change – Registered Agent/Office” prescribed by NJ-DORES, substantially in the form attached hereto as Exhibit A.
“Registered Office” – The street address in the State of New Jersey designated in the Certificate of Change for service of process upon the Company.
“Services” – The statutory services to be performed by the Agent pursuant to Section III.
III. OPERATIVE PROVISIONS
3.1 Appointment
Subject to the terms hereof, the Company hereby appoints the Agent to serve as its registered agent in the State of New Jersey, and the Agent hereby accepts such appointment.
3.2 Registered Office Address
The Registered Office shall be located at:
[STREET ADDRESS (NO P.O. BOX)],
[City], New Jersey [ZIP]
(the “Registered Office Address”).
3.3 Filing and Effectiveness
(a) The Company shall file, or cause to be filed, the executed Certificate of Change with NJ-DORES within [5] Business Days after the date of this Agreement.
(b) The appointment shall become effective upon the filing’s acceptance by NJ-DORES and shall remain in force until terminated in accordance with Section VI.
3.4 Consideration
[// GUIDANCE: Most statutory agents charge annual fees. Modify as needed.]
In consideration of the Services, the Company shall pay the Agent an annual fee of $[AMOUNT], due [in advance/on invoice] each year on [DATE].
3.5 Scope of Services
The Agent shall:
(a) Maintain the Registered Office Address during the Term;
(b) Receive and forward to the Company, at the address set forth in Section IX.3, all service of process, governmental notices, and other official communications;
(c) Maintain customary logs evidencing receipt and forwarding of documents; and
(d) Notify the Company of any change in Applicable Law materially affecting the Services.
IV. REPRESENTATIONS & WARRANTIES
4.1 Mutual
Each party represents and warrants that:
(a) It has full power and authority to enter into and perform this Agreement;
(b) The execution and performance of this Agreement do not violate any charter document, contract, or Applicable Law binding on such party; and
(c) This Agreement constitutes its valid, binding, and enforceable obligation.
4.2 Company
The Company further represents that it is, and will remain, in good standing in its jurisdiction of formation and duly qualified in New Jersey.
4.3 Agent
The Agent further represents that:
(a) Agent is either (i) an individual resident of New Jersey, or (ii) a business entity authorized to transact business in New Jersey, with a business office identical to the Registered Office Address;
(b) Agent satisfies, and will continue to satisfy, all statutory qualifications to serve as registered agent under N.J. Stat. Ann. § 14A:4-1; and
(c) Agent has provided its written consent to act as registered agent by execution of this Agreement and the Certificate of Change.
4.4 Survival
The representations and warranties in this Article IV shall survive the termination of this Agreement for a period of [one (1)] year.
V. COVENANTS & RESTRICTIONS
5.1 Affirmative Covenants of the Company
(a) Good Standing. The Company shall at all times maintain its legal existence and authority to do business in New Jersey.
(b) Notification. The Company shall promptly (but in no event later than five (5) Business Days) provide written notice to the Agent of any change in its principal business address, officers, or corporate name.
(c) Timely Payment. The Company shall pay all fees due hereunder when payable.
5.2 Affirmative Covenants of the Agent
(a) Continuity of Registered Office. Agent shall not relocate the Registered Office without giving at least thirty (30) days’ prior written notice to the Company and filing any required documents with NJ-DORES.
(b) Forwarding Obligations. Agent shall forward all documents received to the Company within [two (2)] Business Days of receipt, using a trackable delivery service or secure electronic transmission.
5.3 Negative Covenants
Neither party shall assign or delegate any of its rights or obligations under this Agreement except in strict conformity with Section IX.4.
VI. DEFAULT & REMEDIES
6.1 Events of Default
(a) Company Default. Failure of the Company to (i) pay fees within [30] days after written notice of non-payment, or (ii) maintain good standing for [90] consecutive days.
(b) Agent Default. Failure of the Agent to perform the Services in any material respect, including failure to maintain a valid Registered Office.
6.2 Notice & Cure
The non-defaulting party shall provide written notice specifying the Event of Default. The defaulting party shall have:
(a) Company – ten (10) Business Days to cure monetary defaults; thirty (30) Business Days for non-monetary defaults.
(b) Agent – five (5) Business Days to cure any default.
6.3 Remedies
If an Event of Default is uncured within the applicable cure period, the non-defaulting party may:
(a) Terminate this Agreement immediately upon written notice;
(b) Seek specific performance or injunctive relief; and/or
(c) Recover actual, reasonable costs and expenses (including attorneys’ fees) incurred in enforcing this Agreement.
VII. RISK ALLOCATION
[// GUIDANCE: Per user metadata, indemnification and liability caps are “not applicable.” The following clauses are offered as optional blanks; delete if not desired.]
7.1 Limitation of Liability
Except for willful misconduct or gross negligence, neither party shall be liable for indirect, special, consequential, or punitive damages.
7.2 Insurance
Each party shall, at its own expense, maintain insurance customary for its industry and size.
7.3 Force Majeure
Neither party shall be liable for failure to perform due to causes beyond its reasonable control, provided the affected party gives prompt notice and resumes performance as soon as practicable.
VIII. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement shall be governed by the corporate laws of the State of New Jersey.
8.2 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the Superior Court of New Jersey, Law Division, Business Court Program (or any successor forum), sitting in [Mercer County], New Jersey.
8.3 Arbitration & Jury Waiver
Arbitration is not applicable. No party waives trial by jury herein.
8.4 Injunctive Relief
Nothing in this Article VIII shall limit a party’s right to seek temporary, preliminary, or permanent injunctive relief in aid of its rights under this Agreement.
IX. GENERAL PROVISIONS
9.1 Amendments and Waivers
No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.
9.2 Entire Agreement
This Agreement, together with its Exhibits, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
9.3 Notices
All notices shall be in writing and delivered by (i) certified U.S. mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) electronic mail with confirmed receipt, addressed as follows (or as later designated by notice):
Company:
[NAME / ATTN:]
[STREET ADDRESS]
[CITY, STATE ZIP]
Email: [EMAIL]
Agent:
[NAME / ATTN:]
[REGISTERED OFFICE ADDRESS]
Email: [EMAIL]
9.4 Assignment
Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger or sale of substantially all of its assets, provided the successor remains in good standing.
9.5 Severability
If any provision is held invalid, the remaining provisions shall remain in full force to the maximum extent permitted by law, and the invalid provision shall be re-formed to effectuate the parties’ intent.
9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., PDF, DocuSign) shall be deemed original signatures for all purposes.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
Company:
[COMPANY NAME]
By: _____
Name: ____
Title: ____
Date: ____
Agent:
[AGENT LEGAL NAME]
By: _____
Name: ____
Title/Capacity: ____
Date: _______
[NOTARIZATION BLOCK—OPTIONAL IF CLIENT DESIRES]
EXHIBIT A
Statutory “Certificate of Change – Registered Agent/Office” (NJ Form C-102)
[// GUIDANCE: Insert the current NJ-DORES C-102 form or include a hyperlink to the official PDF. Complete Items 1-6, attach Agent’s signature in Item 6, and file electronically or by mail with the Division of Revenue & Enterprise Services. Filing fee currently $25 (verify latest fee schedule).]
EXHIBIT B
Model Board Resolution Authorizing Change of Registered Agent
RESOLVED, that the Corporation hereby designates [AGENT LEGAL NAME], located at [REGISTERED OFFICE ADDRESS], as the Corporation’s registered agent and registered office in the State of New Jersey, effective upon filing of the Certificate of Change with the New Jersey Division of Revenue & Enterprise Services; and
FURTHER RESOLVED, that the [President/Secretary] is authorized and directed to execute and file, or cause to be filed, the Certificate of Change in the form presented to the Board, with such modifications as such officer shall deem necessary or advisable; and
FURTHER RESOLVED, that any and all acts taken by the officers of the Corporation to effectuate the foregoing resolutions are hereby ratified, confirmed, and approved.
CERTIFIED by: ________
Name: [SECRETARY NAME]
Title: Secretary
Date: [DATE]
[Corporate Seal, if applicable]
[// GUIDANCE: Prior to use, confirm that no recent statutory amendments have materially altered N.J. Stat. Ann. § 14A:4-1 or related filing procedures, and verify that NJ-DORES has not updated forms or fees.]