Registered Agent Change/Designation

REGISTERED (STATUTORY) AGENT DESIGNATION / CHANGE AGREEMENT

[Full Legal Name of Ohio Entity]

(an [Ohio ☐ corporation ☐ limited liability company ☐ other] organized under the laws of the State of Ohio)

Effective Date: [MM/DD/YYYY]
Governing Law: State of Ohio

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block
10. Statutory Agent Consent & Acceptance

1. DOCUMENT HEADER

This Registered (Statutory) Agent Designation / Change Agreement (this “Agreement”) is entered into by and between [Full Legal Name of Ohio Entity], an entity duly organized and existing under the laws of the State of Ohio (the “Company”), and [Full Legal Name of Proposed Statutory Agent], (“Statutory Agent”), collectively referred to as the “Parties.”

WHEREAS, pursuant to Ohio Revised Code §§ 1701.07 (corporations) and/or 1706.09 (limited liability companies), the Company is required to designate and maintain a statutory agent for service of process in the State of Ohio; and

WHEREAS, the Company desires to (i) appoint a new Statutory Agent or (ii) confirm the continued service of its existing Statutory Agent, and Statutory Agent is willing to accept such appointment on the terms stated herein.

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

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms include the singular and plural forms.

2.1 “Agent Address” means the physical street address within the State of Ohio at which Statutory Agent will accept service of process, notices, and official communications on behalf of the Company, as specified in Section 3.2.

2.2 “Change Date” means the effective date of the Company’s filing with the Ohio Secretary of State reflecting the appointment or change of Statutory Agent.

2.3 “Secretary of State Filing” means the form prescribed by the Ohio Secretary of State for the appointment or change of statutory agent (currently Form 521 or any successor form).

3. OPERATIVE PROVISIONS

3.1 Appointment. The Company hereby appoints [Full Legal Name of Statutory Agent] as its exclusive Statutory Agent in the State of Ohio, effective as of the Change Date, to receive any and all service of process, government correspondence, and other official notices on behalf of the Company.

3.2 Agent Address. Statutory Agent shall continuously maintain the following Ohio street address (no P.O. boxes) for the purposes set forth herein:

[Street Address]
[City], Ohio [ZIP]
[County]

3.3 Filing Authorization.  The Company’s authorized officer/manager is hereby directed to execute, deliver, and file the Secretary of State Filing contemporaneously with the execution of this Agreement.

3.4 Consideration.  The appointment of Statutory Agent is made in consideration of Statutory Agent’s consent and agreement to fulfill the obligations set forth herein; no separate monetary consideration is required unless otherwise agreed in writing.

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## 4. REPRESENTATIONS & WARRANTIES

4.1 Company Representations.  The Company represents and warrants that:
a. It is duly formed, validly existing, and in good standing under the laws of Ohio.
b. The execution, delivery, and performance of this Agreement have been duly authorized by all requisite corporate/organizational actions.

4.2 Statutory Agent Representations.  Statutory Agent represents and warrants that:
a. If a natural person, he/she is a resident of the State of Ohio aged 18 years or older; if an entity, it is authorized to transact business in Ohio.
b. Statutory Agent maintains the Agent Address and shall not use a P.O. box.
c. Statutory Agent is not disqualified under any law or order that would prevent acceptance of service of process on behalf of the Company.

4.3 Survival.  The representations and warranties contained in this Section 4 shall survive the Change Date and any termination of this Agreement for a period of two (2) years.

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## 5. COVENANTS & RESTRICTIONS

5.1 Continuous Presence.  Statutory Agent shall maintain the Agent Address and presence required by Ohio law and shall promptly notify the Company in writing of any change in address at least 30 days prior to the change becoming effective.

5.2 Forwarding of Documents.  Statutory Agent shall forward any service of process or official notice received on behalf of the Company to the following designated contact within two (2) business days: [Name / Title / Email / Phone].

5.3 Record Maintenance.  Statutory Agent shall keep reasonable records evidencing all documents received and forwarded for at least four (4) years from the date of receipt.

5.4 Fees.  The Company shall timely pay any mutually agreed-upon annual agent fees. Non-payment for more than 60 days after written notice constitutes a Company Event of Default under Section 6.1(b).

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## 6. DEFAULT & REMEDIES

6.1 Events of Default.
a. Statutory Agent Event of Default: Failure to maintain the Agent Address or to forward service of process within the time required.
b. Company Event of Default: Failure to pay agreed agent fees or failure to maintain good standing in Ohio.

6.2 Cure Period.  The defaulting Party shall have ten (10) days after receipt of written notice to cure an Event of Default.

6.3 Remedies.  If an Event of Default is not cured within the Cure Period:
a. The non-defaulting Party may terminate this Agreement upon written notice.
b. The Company shall, if the defaulting Party is the Statutory Agent, file an immediate change of agent with the Ohio Secretary of State.
c. The defaulting Party shall be liable for all reasonable, documented costs, fees, and expenses (including court costs and reasonable attorney fees) incurred by the non-defaulting Party in enforcing this Agreement.

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## 7. DISPUTE RESOLUTION

7.1 Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict-of-laws rules.

7.2 Forum Selection.  The Parties submit to the exclusive jurisdiction of the Ohio state court(s) having a specialized business docket (currently, the Commercial Docket of the Court of Common Pleas) located in the county of the Company’s principal place of business.

7.3 Jury Waiver.  (Not applicable per metadata.)

7.4 Arbitration.  (Not applicable; Parties expressly waive arbitration.)

7.5 Equitable Relief.  Either Party may seek injunctive or other equitable relief to enforce Sections 5 and 6.

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## 8. GENERAL PROVISIONS

8.1 Amendment; Waiver.  No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all Parties.

8.2 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 Statutory Agent may assign to a successor entity qualified under Ohio law upon 30 days’ written notice and Company consent.

8.3 Severability.  If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to best carry out the Parties’ intent.

8.4 Entire Agreement.  This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior oral or written agreements or understandings.

8.5 Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed originals.

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## 9. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date first written above.

| COMPANY | STATUTORY AGENT |
|:--------|:----------------|
| [Full Legal Name of Ohio Entity] | [Full Legal Name of Statutory Agent] |
| By: ________________________________ | By: ________________________________ |
| Name: ______________________________ | Name: ______________________________ |
| Title: _____________________________ | Title/Capacity: _____________________ |
| Date: ____ / ____ / ______ | Date: ____ / ____ / ______ |

> Notary acknowledgment is not required for the Secretary of State Filing under current Ohio law but may be utilized for internal records or lender requests.

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## 10. STATUTORY AGENT CONSENT & ACCEPTANCE

I, [Full Legal Name of Statutory Agent], hereby:
1. Accept the appointment as statutory agent for [Full Legal Name of Ohio Entity] pursuant to Ohio Revised Code §§ 1701.07 and/or 1706.09;
2. Consent to act in such capacity; and
3. Acknowledge my duty to update the Company and the Ohio Secretary of State of any change in address or resignation in accordance with Ohio law.

Signature of Statutory Agent: ______________________________

Printed Name: ____________________________________________

Date: ____ / ____ / ______

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