REGISTERED AGENT CHANGE / DESIGNATION PACKAGE

(New York Business Corporation)

[// GUIDANCE: This package contains three coordinated documents—(1) the Registered Agent Appointment & Consent Agreement, (2) a Board Resolution authorizing the change, and (3) a pre-formatted New York “Certificate of Change” for filing with the Department of State. All bracketed text must be customized before use.]

CONTENTS

1. Registered Agent Appointment & Consent Agreement
2. Exhibit A – Board Resolution
3. Exhibit B – Certificate of Change (N.Y. Bus. Corp. Law § 805-A)
4. Exhibit C – Consent of Registered Agent

1. REGISTERED AGENT APPOINTMENT & CONSENT AGREEMENT

(“Agreement”)

I. DOCUMENT HEADER

This Registered Agent Appointment & Consent Agreement (the “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

(a) [LEGAL NAME OF CORPORATION], a [New York] corporation with Department of State (“DOS”) File No. [_] and principal place of business at [_] (the “Company”); and

(b) [LEGAL NAME OF REGISTERED AGENT], [a natural person resident in the State of New York / a [domestic | authorized foreign] [corporation/LLC]] with a street address at [REGISTERED AGENT STREET ADDRESS] (the “Registered Agent”).

II. DEFINITIONS

For ease of reference, the following capitalized terms have the meanings set forth below. Terms defined in this Section II appear in boldface the first time they are used.

1. “BCL” means the New York Business Corporation Law.
2. “Certificate of Change” means the certificate contemplated by BCL § 805-A, substantially in the form attached hereto as Exhibit B.
3. “DOS” means the New York Department of State, Division of Corporations.
4. “Registered Office” means the street address of the Registered Agent as stated in Section III.A.
5. “Service of Process” means any writ, summons, order, or other legal process served in any action or proceeding against the Company.

III. OPERATIVE PROVISIONS

A. Designation of Registered Agent and Registered Office
1. The Company hereby designates the Registered Agent as its registered agent for Service of Process in the State of New York pursuant to BCL § 305.
2. The Registered Office shall be:
[REGISTERED AGENT STREET ADDRESS]
[CITY], New York [ZIP]
(county of [__]).
3. The Registered Agent accepts such designation, subject to and in accordance with the terms of this Agreement.

B. Filing of Certificate of Change
1. Within [5] Business Days after the Effective Date, the Company shall file, or cause to be filed, the Certificate of Change with the DOS and shall pay all associated statutory fees.
2. A conformed copy of the filed Certificate of Change stamped “Filed” by the DOS shall be delivered to the Registered Agent within [10] Business Days after receipt by the Company.

C. Term
1. This Agreement shall commence on the Effective Date and continue until terminated in accordance with Section VI.

IV. REPRESENTATIONS & WARRANTIES

A. By the Company
1. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of New York.
2. The execution and delivery of this Agreement and the filing of the Certificate of Change have been duly authorized by all necessary corporate action of the Company.

B. By the Registered Agent
1. The Registered Agent meets all statutory qualifications under BCL § 305 to act as the Company’s registered agent.
2. The Registered Agent maintains the Registered Office as a physical street address in the State of New York, open during normal business hours for receipt of Service of Process.
3. The Registered Agent has executed the Consent attached as Exhibit C and will deliver the original counterpart for inclusion with or retention after filing of the Certificate of Change.

[// GUIDANCE: Reps survive for the Term unless expressly limited.]

V. COVENANTS & RESTRICTIONS

A. Obligations of the Registered Agent
1. Promptly forward to the Company, at the address set forth below (or as subsequently changed by written notice), any Service of Process or official correspondence received on behalf of the Company, by (i) scanned PDF emailed within one (1) Business Day and (ii) hard copy sent via overnight courier within two (2) Business Days.
2. Maintain accurate records evidencing dates and times of receipt and forwarding of Service of Process.
3. Provide the Company with at least thirty (30) days’ prior written notice before changing its own address or ceasing to serve as registered agent for any reason.

B. Obligations of the Company
1. Promptly reimburse the Registered Agent for out-of-pocket costs (e.g., certified mail, overnight courier) reasonably incurred in forwarding Service of Process.
2. Furnish the Registered Agent with current contact information for the Company’s Chief Legal Officer (or equivalent) and update such information within five (5) Business Days of any change.
3. Not list any other person as its registered agent in New York during the Term.

VI. DEFAULT & REMEDIES

A. Events of Default
1. Failure by the Company to reimburse costs within thirty (30) days after written demand.
2. Failure by the Registered Agent to forward Service of Process within the timeframes set forth in Section V.A.1.
3. Either party’s material breach of any representation, warranty, or covenant herein that remains uncured for fifteen (15) days after written notice.

B. Remedies
1. Upon an Event of Default by the Company, the Registered Agent may terminate this Agreement immediately upon written notice and may resign as registered agent by filing the appropriate statement with DOS.
2. Upon an Event of Default by the Registered Agent, the Company may terminate this Agreement immediately upon written notice and appoint a successor registered agent.
3. Termination shall not relieve either party of liabilities arising prior to the effective date of termination.

VII. RISK ALLOCATION

[// GUIDANCE: The parties have elected not to include indemnification or liability-cap provisions, consistent with the metadata instructions. Each party bears its own risks as allocated elsewhere in this Agreement.]

VIII. DISPUTE RESOLUTION

A. Governing Law
This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

B. Forum Selection
Each party irrevocably submits to the exclusive jurisdiction of the Commercial Division of the Supreme Court of the State of New York, [COUNTY] County, for any suit, action, or proceeding arising out of or relating to this Agreement.

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
2. Assignment. Neither party may assign its rights or delegate its duties hereunder without the prior written consent of the other party, except that the Company may assign to a successor by merger or consolidation with written notice to the Registered Agent.
3. Successors & Assigns. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
4. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
5. Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written.
6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including PDF and DocuSign) shall be deemed originals for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

2. EXHIBIT A – FORM OF BOARD RESOLUTION

[// GUIDANCE: Insert into the minutes or attach as a standalone written consent.]

“RESOLVED, that the Corporation hereby appoints [REGISTERED AGENT NAME] as its registered agent for service of process in the State of New York, and designates the street address of said registered agent, [REGISTERED AGENT STREET ADDRESS, CITY, COUNTY, NY ZIP], as its registered office, effective [EFFECTIVE DATE];

RESOLVED FURTHER, that the officers of the Corporation are, and each hereby is, authorized and directed to execute, deliver, and file with the New York Department of State a Certificate of Change, substantially in the form presented to the Board, and to take any and all other actions necessary or advisable to effectuate the foregoing resolutions;

RESOLVED FURTHER, that any and all actions heretofore taken by the officers or directors of the Corporation consistent with the intent and purpose of the foregoing resolutions are hereby ratified, confirmed, and approved in all respects.”

Certified by: ___
Name: [Corporate Secretary]
Date: [_____]

3. EXHIBIT B – CERTIFICATE OF CHANGE

(New York Business Corporation Law § 805-A)

[// GUIDANCE: Complete all blanks before filing. File online or mail one executed original + $30 fee (standard) to DOS, Division of Corporations, Albany, NY. Attach Exhibit C (Consent) if not filed separately.]

1. The name of the corporation is: ______
2. The DOS ID Number is: ______
3. The certificate of incorporation was filed with DOS on: ______
4. The corporation hereby:
   ☐ changes its registered agent to: [REGISTERED AGENT NAME]
   ☐ changes the address of its registered office in New York State to:
   [REGISTERED AGENT STREET ADDRESS]
   [CITY], New York [ZIP] (County of [__])
   ☐ revokes the authority of its previous registered agent [if applicable].
5. The corporation hereby designates the Secretary of State as agent of the corporation upon whom process against it may be served.
6. The address within or without this state to which DOS shall mail a copy of any process against the corporation served upon the Secretary of State is:
   [ATTENTION/DEPARTMENT]
   [MAILING ADDRESS]
   [CITY, STATE ZIP]
7. This Certificate of Change was authorized by the Board of Directors.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the ___ day of _, 20.

[NAME], [TITLE]

4. EXHIBIT C – CONSENT OF REGISTERED AGENT

Pursuant to N.Y. Bus. Corp. Law § 305

The undersigned, [REGISTERED AGENT NAME], hereby consents to serve as registered agent for [COMPANY NAME] in the State of New York and acknowledges that as such agent (s)he/it is required to keep on file the original or a copy of the corporation’s Certificate of Incorporation and all amendments thereto, which must be available for inspection by the public during normal business hours.

Signature of Registered Agent
Name: [REGISTERED AGENT NAME]
Title/Capacity (if entity): [_]
Date: [_]

[// GUIDANCE: After execution, (1) obtain the Board Resolution, (2) have the Registered Agent sign Exhibit C, (3) complete and file Exhibit B with DOS, and (4) update internal minute books and compliance calendars.]