Registered Agent Change/Designation

NEVADA REGISTERED AGENT CHANGE / DESIGNATION

(Comprehensive Template – NV Entities)

TABLE OF CONTENTS

1. Document Header
2. Recitals
3. Definitions

4. Operative Provisions
   4.1 Change/Designation of Registered Agent
   4.2 Effective Date of Change
   4.3 Filing Obligations
   4.4 Acceptance & Consent of New Registered Agent

5. Representations & Warranties

6. Covenants
7. Default & Remedies
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibit A – Nevada “Statement of Change/Designation of Registered Agent & Registered Office” (Filing Form)

1. DOCUMENT HEADER

Registered Agent Change / Designation Agreement
(this “Agreement”)

• Business Entity: [ENTITY NAME], a [Nevada/foreign] [corporation/LLC/LP/LLP/other] (the “Business Entity”)
• New Registered Agent: [NEW REGISTERED AGENT NAME], a [Nevada individual / Nevada entity / Commercial Registered Agent #____] (the “New Registered Agent”)
• Effective Date: [EFFECTIVE DATE] (must be (i) the filing date or (ii) a date ≤ 90 days after filing — per NRS Ch. 77)
• Governing Law & Forum: State of Nevada; exclusive jurisdiction in the Business Court of the Eighth Judicial District Court, Clark County, Nevada.

2. RECITALS

A. The Business Entity is duly organized, validly existing, and in good standing under the laws of [STATE OF ORGANIZATION] and is authorized to transact business in Nevada.

B. Nevada law requires the Business Entity to maintain a registered agent and a registered office in the State of Nevada.

C. The Business Entity desires to appoint the New Registered Agent (and, if necessary, to change its registered office address) in accordance with Nevada Revised Statutes (“NRS”) Chapter 77.

D. The New Registered Agent is willing to accept such appointment and to perform the duties of a Nevada registered agent.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

3. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Any term used but not defined herein has the meaning ascribed to it in NRS Chapter 77.

“Business Day” – Any day other than Saturday, Sunday, or Nevada-recognized state holiday.

“Registered Office” – The physical street address in Nevada (not a P.O. Box) where the New Registered Agent will accept service of process on behalf of the Business Entity, presently [NEW REGISTERED AGENT STREET ADDRESS, CITY, NV ZIP].

“Secretary of State” – The Office of the Nevada Secretary of State.

“Statement of Change” – The statutory filing titled “Statement of Change/Designation of Registered Agent and Registered Office” (or successor form) required to be filed with the Secretary of State to make the change effective.

4. OPERATIVE PROVISIONS

4.1 Change/Designation of Registered Agent

a. Subject to Section 4.2, the Business Entity hereby (i) removes [CURRENT REGISTERED AGENT NAME] as its registered agent in Nevada (if applicable) and (ii) appoints the New Registered Agent as its exclusive registered agent in Nevada, together with the Registered Office set forth above.

b. The New Registered Agent hereby accepts such appointment and agrees to perform all duties imposed on registered agents under applicable Nevada law.

4.2 Effective Date of Change

The change of registered agent and registered office shall become effective on the Effective Date, provided that the Statement of Change is duly filed with (and accepted by) the Secretary of State.

4.3 Filing Obligations

a. The Business Entity shall prepare, execute, and deliver to the Secretary of State the Statement of Change in the form attached as Exhibit A on or before [TARGET FILING DATE].

b. The Business Entity shall timely pay all statutory filing fees and any expedite fees.

c. The New Registered Agent shall cooperate in good faith to facilitate such filing, including countersigning the Statement of Change and providing any information reasonably requested by the Secretary of State.

4.4 Acceptance & Consent of New Registered Agent

By executing this Agreement and the Statement of Change, the New Registered Agent:

1. Consents to its appointment as registered agent for the Business Entity;
2. Confirms that its Nevada street address listed herein is accurate and will be continuously maintained as required by law; and
3. Acknowledges the duty to forward to the Business Entity, at the address set forth in Exhibit A (as may be updated by written notice), any process, notice, or demand served upon the New Registered Agent.

5. REPRESENTATIONS & WARRANTIES

5.1 Mutual Reps. Each party represents and warrants to the other that:
a. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
b. This Agreement has been duly authorized, executed, and delivered and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms; and
c. Its execution and performance of this Agreement will not violate any law, regulation, organizational document, or contractual restriction binding upon it.

5.2 Additional Reps of Business Entity. The Business Entity further represents that:
a. The Board of Directors, managers, members, partners, or other governing body (as applicable) adopted resolutions on [DATE OF BOARD APPROVAL] authorizing this change of registered agent; and
b. The Business Entity is, and at all relevant times has been, in good standing in every jurisdiction where it is qualified to do business.

5.3 Survival. The representations and warranties in this Section 5 survive the Effective Date for a period of two (2) years.

6. COVENANTS

6.1 Maintenance of Registered Agent. The Business Entity shall at all times maintain a registered agent and registered office in Nevada that satisfies the requirements of NRS Chapter 77.

6.2 Notice of Change. The Business Entity shall promptly (and in any event within five (5) Business Days) notify the New Registered Agent in writing of any change to its principal business address, contact person, email address, or other information necessary for the forwarding of service of process.

6.3 Fees. The Business Entity shall pay to the New Registered Agent (i) the annual statutory agent fee of [ANNUAL FEE AMOUNT] on or before each anniversary of the Effective Date, and (ii) any out-of-pocket costs incurred in forwarding legal documents via certified mail, overnight courier, or other traceable means.

6.4 Compliance. Both parties shall comply with all applicable Nevada and federal laws, rules, and regulations in connection with this Agreement.

7. DEFAULT & REMEDIES

7.1 Events of Default. An “Event of Default” occurs if:
a. Either party materially breaches this Agreement and fails to cure within ten (10) Business Days after written notice;
b. The New Registered Agent resigns without providing the statutory thirty-day advance notice contemplated by NRS Chapter 77; or
c. Either party becomes insolvent, makes a general assignment for the benefit of creditors, or commences any proceeding under any bankruptcy or insolvency law.

7.2 Remedies. Upon an Event of Default, the non-defaulting party may:
a. Terminate this Agreement immediately upon written notice;
b. Seek any remedy available at law or in equity, including specific performance; and
c. Recover its reasonable attorney fees, court costs, and other expenses incurred in enforcing this Agreement.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder are governed by the laws of the State of Nevada, without regard to conflict-of-laws rules.

8.2 Forum Selection. The parties consent to the exclusive jurisdiction of the Business Court of the Eighth Judicial District Court, Clark County, Nevada, and waive any objection to venue therein.

8.3 Arbitration; Jury Waiver. The parties acknowledge that arbitration and jury-trial waiver are “not applicable” per user metadata and therefore are intentionally omitted.

8.4 Equitable Relief. Nothing in this Agreement limits either party’s right to seek injunctive or other equitable relief to prevent or curtail actual or threatened breaches of this Agreement.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement is effective unless in a writing signed by both parties. A waiver on one occasion is not a waiver on any other occasion.

9.2 Assignment. Neither party may assign its rights or delegate its obligations hereunder without the prior written consent of the other party, except that the New Registered Agent may assign this Agreement to a successor Nevada commercial registered agent by providing thirty (30) days’ advance written notice and filing the appropriate Statement of Change.

9.3 Successors & Assigns. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is deemed modified to the minimum extent necessary to make it enforceable.

9.5 Entire Agreement. This Agreement (including Exhibit A) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures (including PDFs and DocuSign) are deemed originals for all purposes.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

BUSINESS ENTITY

By: _________________________________
Name: [AUTHORIZED SIGNATORY NAME]
Title: [AUTHORIZED SIGNATORY TITLE]
Date: [DATE]

NEW REGISTERED AGENT

By: _________________________________
Name: [NEW AGENT SIGNATORY NAME]
Title: [TITLE / CAPACITY]
Date: [DATE]

11. EXHIBIT A

NEVADA “STATEMENT OF CHANGE/DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE”

(FOR FILING WITH THE NEVADA SECRETARY OF STATE)

1. Entity Information
• Name of Business Entity: [ENTITY NAME]
• NV Business ID/Entity Number: [NV BUSINESS ID]
• Entity Type: ☐ Corporation ☐ LLC ☐ LP ☐ LLP ☐ Other _______

2. Current Registered Agent & Office (before change)
• Name: [CURRENT REGISTERED AGENT NAME]
• Street Address: [CURRENT REGISTERED AGENT ADDRESS]

3. New Registered Agent & Office (upon acceptance)
A. ☐ Non-Commercial Registered Agent (individual or entity)
• Name: [NEW REGISTERED AGENT NAME]
• Physical Street Address (Nevada): [NEW REGISTERED AGENT STREET ADDRESS]
• Mailing Address (if different): [NEW REGISTERED AGENT MAILING ADDRESS]

B. ☐ Commercial Registered Agent
• CRA Number: [CRA NUMBER]
• Name: [NEW REGISTERED AGENT NAME]

4. Effective Date & Time
☐ Upon Filing by Secretary of State
☐ Delayed Effective Date: [EFFECTIVE DATE (MM/DD/YYYY)] (≤ 90 days after filing)
☐ Delayed Effective Time: [TIME, e.g., 12:01 a.m. PST]

5. Authorization & Signature – Business Entity
The undersigned declares that the information contained herein is true, correct, and complete and that the Business Entity has obtained a written consent from the New Registered Agent as required by Nevada law.

By: _________________________________
Name: [AUTHORIZED SIGNATORY NAME]
Title: [AUTHORIZED SIGNATORY TITLE]
Date: [DATE]

6. Acceptance of Appointment – Registered Agent
I, [NEW AGENT SIGNATORY NAME], hereby accept the appointment as registered agent for the above-named Business Entity and affirm that the address listed in Item 3 is my bona fide street address in Nevada.

Signature: ___________________________
Date: [DATE]

Filing Fee: $60.00 (additional $100.00 for 24-hour expedite; confirm current fees at nvsos.gov)

Make check payable to: Nevada Secretary of State