Registered Agent Change/Designation - Oregon

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

Filing with the Oregon Secretary of State, Corporation Division

TABLE OF CONTENTS

1. Filing Cover Sheet
2. Entity Information
3. Current Registered Agent and Office
4. New Registered Agent and/or Office
5. Agent Qualification Certification
6. Authorization and Certification
7. Consent of New Registered Agent
8. Authorizing Resolution (Optional)
9. Signature and Execution Block
10. Filing Instructions and Practice Notes
11. Sources and References

1. FILING COVER SHEET

2. ENTITY INFORMATION

2.1 Legal Name of Entity:
[________________________________]

2.2 Entity Type (select one):

☐ Domestic Business Corporation (ORS Chapter 60)
☐ Foreign Business Corporation (ORS Chapter 60)
☐ Domestic Limited Liability Company (ORS Chapter 63)
☐ Foreign Limited Liability Company (ORS Chapter 63)
☐ Domestic Nonprofit Corporation (ORS Chapter 65)
☐ Foreign Nonprofit Corporation (ORS Chapter 65)
☐ Domestic Limited Partnership (ORS Chapter 70)
☐ Foreign Limited Partnership (ORS Chapter 70)
☐ Domestic Limited Liability Partnership (ORS Chapter 67)
☐ Foreign Limited Liability Partnership (ORS Chapter 67)
☐ Other: [________________________________]

2.3 Oregon Secretary of State Registry Number: [________________________________]

2.4 State or Country of Formation (if foreign): [________________________________]

2.5 Date of Formation or Registration in Oregon: [__/__/____]

2.6 Federal Employer Identification Number (optional): [____]

3. CURRENT REGISTERED AGENT AND OFFICE

3.1 Current Registered Agent Name:
[________________________________]

3.2 Current Registered Office Address (street address, no P.O. Box):
[________________________________]
[________________________________]
City: [________________________________] State: OR ZIP: [____]

3.3 Current Mailing Address (if different from registered office):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

4. NEW REGISTERED AGENT AND/OR OFFICE

4.1 Type of Change (select all that apply):

☐ Change of Registered Agent only
☐ Change of Registered Office only
☐ Change of both Registered Agent and Registered Office
☐ Initial Designation of Registered Agent (new entity or entity previously without agent)

4.2 New Registered Agent Name:
[________________________________]

4.3 New Registered Office Address (physical street address required; no P.O. Box per ORS 63.111/60.111):
[________________________________]
[________________________________]
City: [________________________________] State: OR ZIP: [____]

4.4 Mailing Address (if different from registered office):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

4.5 Effective Date of Change (select one):

☐ Upon filing with the Secretary of State
☐ Delayed effective date (not more than 90 days after filing): [__/__/____]

Note: Under ORS 63.114 and ORS 60.114, after the change is made, the street addresses of the registered office and the business office of the registered agent must be identical.

5. AGENT QUALIFICATION CERTIFICATION

The new registered agent certifies that it meets the following qualifications under Oregon law (select one):

☐ Individual Agent – The agent is an individual who resides in Oregon and whose business office is identical to the registered office stated in Section 4.3. (See ORS 63.111(2)(a) / ORS 60.111(2)(a))

☐ Entity Agent – The agent is a domestic entity or a foreign entity authorized to transact business in Oregon, and the entity's business office is identical to the registered office stated in Section 4.3. (See ORS 63.111(2)(b) / ORS 60.111(2)(b))

Additional Certifications:

☐ The registered office is a physical location and is not a commercial mail receiving agency, a mail forwarding business, or a virtual office (per ORS 63.111(1) / ORS 60.111(1)).

☐ The new registered agent has consented to the appointment (consent attached in Section 7).

6. AUTHORIZATION AND CERTIFICATION

The undersigned hereby certifies the following:

6.1 The entity named in Section 2 is validly existing and in good standing with the Oregon Secretary of State.

6.2 This Statement of Change has been duly authorized by all necessary corporate, company, or partnership action in accordance with the entity's governing documents and applicable Oregon law.

6.3 All information contained in this Statement is true, correct, and complete as of the date signed below.

6.4 The undersigned has authority to execute and file this Statement on behalf of the entity.

6.5 The new registered agent has consented in writing to serve in that capacity and the written consent is attached hereto or has been filed separately with the Secretary of State.

7. CONSENT OF NEW REGISTERED AGENT

I, the undersigned, hereby consent to serve as registered agent in the State of Oregon for:

Entity Name: [________________________________]
Oregon Registry Number: [________________________________]

By signing below, I certify that:

(a) I meet the qualifications to serve as a registered agent under ORS 63.111 / ORS 60.111;

(b) My business office address is identical to the registered office address stated in Section 4.3 of this Statement;

(c) The registered office is a physical street address and is not a commercial mail receiving agency, mail forwarding business, or virtual office;

(d) I will be available at the registered office during normal business hours to accept service of process, notices, and demands served on the entity;

(e) I will promptly forward to the entity at its address of record all process, notices, and demands received on its behalf; and

(f) I will comply with all duties imposed on a registered agent under Oregon law, including ORS 63.111 through 63.117 (for LLCs) or ORS 60.111 through 60.117 (for corporations).

Signature of Registered Agent:

___________________________________
Printed Name: [________________________________]
Title (if entity agent): [________________________________]
Date: [__/__/____]

8. AUTHORIZING RESOLUTION (OPTIONAL)

Use this section if internal governance documents require formal authorization for the change of registered agent.

RESOLUTION OF THE [☐ BOARD OF DIRECTORS / ☐ MEMBERS / ☐ PARTNERS]

Resolution No.: [____]
Date Adopted: [__/__/____]

WHEREAS, [________________________________] (the "Entity") is required under Oregon law to maintain a registered agent and registered office in the State of Oregon; and

WHEREAS, the [Board of Directors / Members / Partners] has determined that it is in the best interests of the Entity to change its registered agent and/or registered office;

NOW, THEREFORE, BE IT RESOLVED, that:

1. [________________________________] is hereby appointed as the Entity's registered agent in the State of Oregon, with a registered office located at [________________________________], effective upon filing with the Oregon Secretary of State or on [__/__/____];

2. The prior registered agent, [________________________________], is hereby released from service effective upon the filing of this Statement of Change;

3. [________________________________], in their capacity as [________________________________], is authorized to execute and file the Statement of Change of Registered Agent and/or Registered Office, pay all required filing fees, and take any other action necessary to effectuate this resolution; and

4. Any and all actions previously taken by any officer, director, member, manager, or agent of the Entity in connection with this change are hereby ratified and approved.

Certification:

I certify that the foregoing resolution was duly adopted by the [Board of Directors / Members / Partners] of the Entity on the date stated above.

___________________________________
Name: [________________________________]
Title: [☐ Secretary / ☐ Managing Member / ☐ General Partner / ☐ Other: ________]
Date: [__/__/____]

9. SIGNATURE AND EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being duly authorized, hereby executes this Statement of Change on behalf of the Entity.

Entity Name: [________________________________]
Oregon Registry Number: [________________________________]

___________________________________
Signature of Authorized Person

Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]
Phone: [________________________________]
Email: [________________________________]

Signing Authority Note: Under ORS 60.114 (corporations), the statement must be signed by the corporation. Under ORS 63.114 (LLCs), the statement must be delivered to the Secretary of State for filing. Verify the appropriate signing authority for your entity type.

10. FILING INSTRUCTIONS AND PRACTICE NOTES

Filing Methods

Filing Fees

Note: Verify current fees at the Oregon Secretary of State website. Fees are subject to change under ORS 56.140.

Processing Times

Pre-Filing Checklist

☐ Confirm entity is active and in good standing on the Oregon Business Registry
☐ Verify new agent meets statutory qualifications (individual Oregon resident or authorized entity)
☐ Confirm registered office is a physical street address in Oregon (no P.O. Box, no virtual office)
☐ Obtain written consent of new registered agent
☐ Verify signing authority under entity's governing documents
☐ Prepare filing fee payment
☐ If applicable, adopt authorizing resolution

Post-Filing Checklist

☐ Retain Secretary of State acknowledgment or stamped copy
☐ Place copy in entity minute book or company records
☐ Provide copy to new registered agent
☐ Notify former registered agent of the change
☐ Update entity records, letterhead, and website
☐ Update registered agent information with other jurisdictions where entity is qualified
☐ Update bank accounts, insurance policies, and licenses as needed
☐ File updated information with the IRS if applicable

Important Practice Notes

1. Continuous Maintenance Required: Under ORS 63.111 / ORS 60.111, an entity must continuously maintain a registered agent and registered office in Oregon. Failure to do so may result in administrative dissolution or revocation.

2. No P.O. Boxes: The registered office must be a physical street address in Oregon. Commercial mail receiving agencies, mail forwarding businesses, and virtual offices are expressly prohibited.

3. Address Must Match: After the change, the street address of the registered office and the business office of the registered agent must be identical.

4. Agent Resignation: If a registered agent resigns under ORS 63.117 / ORS 60.117, the entity has 60 days to appoint a new agent before the Secretary of State may begin administrative proceedings.

5. Annual Report: Ensure the registered agent information is current for the entity's next annual report filing.

6. Foreign Entities: Foreign entities must also maintain current registered agent information in their home jurisdiction and any other states of qualification.

11. SOURCES AND REFERENCES

• ORS 63.111 – Registered Office and Registered Agent (LLCs): https://oregon.public.law/statutes/ors_63.111
• ORS 63.114 – Change of Registered Office or Registered Agent (LLCs): https://oregon.public.law/statutes/ors_63.114
• ORS 63.117 – Resignation of Registered Agent (LLCs): https://oregon.public.law/statutes/ors_63.117
• ORS 60.111 – Registered Office and Registered Agent (Corporations): https://oregon.public.law/statutes/ors_60.111
• ORS 60.114 – Change of Registered Office or Registered Agent (Corporations): https://oregon.public.law/statutes/ors_60.114
• ORS 56.140 – Filing Fees: https://oregon.public.law/statutes/ors_56.140
• Oregon Secretary of State, Corporation Division – Business Registry: https://sos.oregon.gov/business
• Oregon Secretary of State – Forms and Filing Information: https://sos.oregon.gov/business/Pages/forms.aspx

This template is provided for informational and educational purposes only. It does not constitute legal advice. All statutory citations should be verified against current Oregon Revised Statutes before filing. The Oregon Secretary of State may update forms, fees, and procedures at any time. Consult a licensed Oregon attorney for legal advice specific to your situation.