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

(Oklahoma Business Entities)

[// GUIDANCE: This template is drafted to satisfy the Oklahoma Business Corporation Act (Okla. Stat. tit. 18, § 1022) and, with minor edits to the statutory citations, the Oklahoma Limited Liability Company Act (Okla. Stat. tit. 18, § 2008). Review and revise bracketed items, strike inapplicable language, and confirm filing fees and electronic filing procedures with the Oklahoma Secretary of State (“OK SOS”) immediately prior to submission.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies (Reserved)
VII. Risk Allocation (Reserved)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

[// GUIDANCE: Sections VI & VII are intentionally reserved—no risk-allocation or default remedies are customarily required for a statutory filing. Retain numbering for consistency with your internal precedent system.]

I. DOCUMENT HEADER

1. Title: Statement of Designation or Change of Registered Agent and/or Registered Office (the “Statement”)
2. Entity: [LEGAL NAME OF ENTITY], a [  ] organized under the laws of the State of Oklahoma (the “Entity”)
3. Effective Date: [EFFECTIVE DATE] (“Effective Date”)
4. Statutory Authority: Okla. Stat. tit. 18, § 1022 (for corporations) / § 2008 (for LLCs) (collectively, the “Act”)
5. Filing Office: Oklahoma Secretary of State, 421 N.W. 13th St., Suite 210, Oklahoma City, OK 73103

II. DEFINITIONS

For purposes of this Statement, capitalized terms have the meanings set forth below. Defined terms appear in alphabetical order and apply equally to singular and plural forms.

“Agent” means the individual or domestic/foreign entity satisfying the requirements of § 1022(B) of the Act, as designated in Section III below.

“Consent” means the written acceptance of appointment executed by the Agent pursuant to § 1022(E) of the Act and included in Section X below.

“Registered Office” means the physical street address in the State of Oklahoma (not a P.O. Box) that the Agent shall maintain and that shall be identical to the office of the Agent, as required by § 1022(A) of the Act.

III. OPERATIVE PROVISIONS

3.1 Prior Information. The Entity’s registered office and registered agent of record with the OK SOS immediately prior to the filing of this Statement are:

(a) Prior Registered Office: [PRIOR STREET ADDRESS, CITY, OK ZIP]
(b) Prior Registered Agent: [PRIOR AGENT NAME]

3.2 Designation / Change. Effective as of the Effective Date, the Entity hereby:

☐ designates (initial designation)              
☐ changes (amends prior designation)

its registered office and/or registered agent with the OK SOS as follows:

(a) New Registered Office (physical street address):
[STREET ADDRESS (NO P.O. BOX)], [CITY], Oklahoma [ZIP]

(b) New Registered Agent (check one):
☐ Individual who is a resident of Oklahoma; OR
☐ Domestic business entity or foreign business entity authorized to do business in Oklahoma, having a business office identical with the Registered Office.

Name of New Registered Agent: [FULL LEGAL NAME OF AGENT]
Mailing Address (if different): [MAILING ADDRESS]

3.3 Effective Time of Change. Pursuant to § 1022(D) of the Act, this Statement takes effect on the later of (i) the date of filing endorsed by the OK SOS or (ii) [DEFERRED EFFECTIVE DATE, NOT TO EXCEED 90 DAYS], if specified here: [  ].

IV. REPRESENTATIONS & WARRANTIES

4.1 Entity Authority. The undersigned represents that the execution and filing of this Statement have been duly authorized by the Entity in accordance with its governing documents and the Act.

4.2 Accuracy. All information set forth herein is true, correct, and complete as of the Effective Date.

4.3 Agent Eligibility. The Entity represents that the Agent named in Section III satisfies the eligibility requirements of § 1022(B) of the Act (individual resident or qualified entity) and maintains a physical street address in Oklahoma identical to the Registered Office.

4.4 Survival. The representations and warranties in this Section IV shall survive the filing of this Statement.

V. COVENANTS & RESTRICTIONS

5.1 Continuous Compliance. The Entity shall continuously maintain a registered agent and a registered office in accordance with the Act and shall promptly file an amended statement with the OK SOS upon any change thereto.

5.2 Record Maintenance. The Entity shall maintain accurate corporate records reflecting the current registered agent and registered office information and shall make such records available for inspection as required by law.

5.3 Notification Obligation. The Entity shall provide written notice to the Agent of any change that may affect the Agent’s ability to perform its statutory duties, including any administrative dissolution proceedings or change in the Entity’s principal place of business.

VI. DEFAULT & REMEDIES (Reserved)

[// GUIDANCE: No default or remedy provisions are needed for a statutory filing; reference to Section V already covers compliance.]

VII. RISK ALLOCATION (Reserved)

[// GUIDANCE: Indemnification and liability caps are inapplicable per the metadata.]

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Statement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Oklahoma without regard to its conflict-of-laws rules.

8.2 Forum Selection. The state district court designated as the Oklahoma Business Court (or, if jurisdiction is lacking, any state court of competent jurisdiction located in [COUNTY NAME], Oklahoma) shall have exclusive jurisdiction over any litigation arising out of or relating to this Statement.

IX. GENERAL PROVISIONS

9.1 Amendments. Any subsequent change to the Registered Office or Registered Agent shall be effected by the filing of a new statement in the form prescribed by the Act.

9.2 Integration. This Statement constitutes the entire filing required to effect the designation or change of registered agent and/or registered office under the Act.

9.3 Severability. If any provision of this Statement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall be enforced to the fullest extent permitted by law.

9.4 Electronic Signatures. Facsimile, PDF, and other electronic signatures shall be deemed originals for all purposes under the Uniform Electronic Transactions Act as adopted in Oklahoma.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned has executed this Statement on the date set forth below.

A. ENTITY APPROVAL

[NAME OF AUTHORIZED SIGNATORY]
[Title, e.g., President / Manager]
Date: __, 20

B. REGISTERED AGENT’S CONSENT
(required by Okla. Stat. tit. 18, § 1022(E))

The undersigned, having been named herein as registered agent, hereby accepts such appointment and acknowledges the obligation to maintain the Registered Office as specified above.

[NAME OF REGISTERED AGENT OR AUTHORIZED SIGNATORY]
[Title (if entity agent)]
Date: __, 20

(Notarization below is optional under the Act but may be requested by the OK SOS for authenticity. Confirm current practice.)

State of Oklahoma )
         ) ss.
County of _ )

On this ___ day of _, 20_, before me, a Notary Public in and for said State, personally appeared ________, known to me (or satisfactorily proven) to be the person whose name is subscribed to this instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Notary Public
My commission expires: __
Commission No.: ____

[// GUIDANCE:
1. Filing Mechanics – Submit electronically via the OK SOS website or by mail with the current filing fee (check “Business Filing Fees” schedule).
2. Multiple Entities – If filing for an LLC, substitute statutory citations (§ 2008) and entity terminology (e.g., “Operating Agreement” instead of “Bylaws”) as needed.
3. Deferred Effective Date – Oklahoma permits a delayed effective date up to 90 days; insert if required.
4. Post-Filing – Provide the Agent with a file-stamped copy and update internal minute books and any third-party registrations (e.g., licenses, bank accounts).]