STATEMENT OF CHANGE / DESIGNATION OF REGISTERED AGENT
(Commonwealth of Pennsylvania)
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Dispute Resolution
VIII. General Provisions
IX. Execution Block
I. DOCUMENT HEADER
THIS STATEMENT OF CHANGE / DESIGNATION OF REGISTERED AGENT (this “Statement”) is entered into as of [EFFECTIVE_DATE] (the “Effective Date”) by and between:
- [ENTITY_LEGAL_NAME], a [ENTITY_TYPE] organized under the laws of the Commonwealth of Pennsylvania (the “Entity”); and
- [AGENT_LEGAL_NAME], a [select: “natural person resident of Pennsylvania” | “Pennsylvania-qualified business entity” | “Commercial Registered Office Provider (CROP)”] (the “Registered Agent” or “Agent”).
Recitals
A. The Entity is required by Pennsylvania law to maintain a registered office in the Commonwealth for service of process.
B. The Entity desires to designate or change its registered agent and/or registered office as permitted under Pennsylvania law.
C. The Agent is willing to serve in such capacity and meets all statutory qualifications.
NOW, THEREFORE, in consideration of the mutual covenants herein and intending to be legally bound, the parties agree as follows.
II. DEFINITIONS
For purposes of this Statement, the following capitalized terms have the meanings set forth below. All terms defined herein include the plural as well as the singular and vice-versa.
“Agent” or “Registered Agent” – The individual or business entity identified in the Execution Block who has consented to accept service of process on behalf of the Entity within the Commonwealth of Pennsylvania.
“CROP” – A Commercial Registered Office Provider as that term is used under Pennsylvania corporation law.
“Registered Office” – The physical street address within the Commonwealth (not a P.O. Box) at which the Agent maintains an office and where process may be served upon the Entity.
“State Filing Office” – The Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, or any successor governmental body.
III. OPERATIVE PROVISIONS
3.1 Designation of Registered Agent
(a) The Entity hereby appoints the Agent, and the Agent hereby accepts such appointment, to serve as the Entity’s registered agent in the Commonwealth of Pennsylvania as of the Effective Date.
(b) The Registered Office shall be:
[AGENT_STREET_ADDRESS]
[CITY], Pennsylvania [ZIP_CODE]
County of [COUNTY].
[// GUIDANCE: Verify that the street address is a physical location within PA and is identical to the address that will be listed on the governmental filing.]
3.2 Statement of Change / Initial Designation
(a) If this Statement reflects an initial designation of a registered agent, the Entity shall file articles or foreign registration documents concurrently with this Statement.
(b) If this Statement reflects a change of registered agent and/or registered office, the Entity shall file the requisite “Statement of Change of Registered Office or Registered Agent” with the State Filing Office within the statutory time frame.
3.3 Effective Time of Change
(a) The change or designation shall become effective on the Effective Date, or if later, upon the date accepted for filing by the State Filing Office.
(b) The Entity shall promptly deliver any required fee with its filing.
3.4 Recordkeeping
The Entity shall retain in its minute book a fully-executed copy of (i) this Statement and (ii) the Agent’s written consent (if signed separately) for inspection by shareholders, directors, or members, as applicable.
IV. REPRESENTATIONS & WARRANTIES
4.1 By the Entity
(a) Authority – The execution, delivery, and performance of this Statement have been duly authorized by all necessary corporate or organizational action.
(b) Compliance – The Entity is in good standing under the laws of Pennsylvania and is not delinquent in any filings or fees that would affect the validity of this Statement.
4.2 By the Agent
(a) Qualification – The Agent is (i) an individual resident of Pennsylvania who is at least 18 years of age, or (ii) a business entity authorized to transact business in Pennsylvania, or (iii) a duly registered CROP.
(b) Continuous Presence – The Agent shall maintain the Registered Office at the address specified in Section 3.1(b) and shall keep that office open during normal business hours.
(c) Consent – The Agent hereby unconditionally consents to serve in the capacity set forth herein.
[// GUIDANCE: No indemnification is included per user metadata. If the parties require indemnity, insert in a separate agreement.]
V. COVENANTS & RESTRICTIONS
5.1 Covenants of the Agent
(a) Forwarding of Process – The Agent shall promptly forward to the Entity at the address on record any process, notice, or demand served upon the Agent.
(b) Notice of Change – The Agent shall provide at least 30 days’ prior written notice to the Entity of (i) any intent to resign, or (ii) any change of the Registered Office address.
5.2 Covenants of the Entity
(a) Timely Filings – The Entity shall timely file all documents necessary to reflect any change of its Registered Office or Agent.
(b) Updated Contact Information – The Entity shall keep the Agent informed of its current principal business address and any alternate contact persons.
5.3 Restrictions
Neither party shall assign its rights or delegate its obligations under this Statement without the prior written consent of the other party, except that the Agent may assign its duties to a successor registered agent contemporaneously with a State-accepted filing naming such successor.
VI. DEFAULT & REMEDIES
6.1 Events of Default
(a) Failure of the Agent to maintain a valid Registered Office within the Commonwealth.
(b) Failure of the Entity to pay any statutory fees or penalties related to its Registered Office.
(c) Failure of either party to perform any material covenant hereunder after 15 days’ written notice and opportunity to cure.
6.2 Remedies
Upon an Event of Default, the non-defaulting party may exercise any remedy available at law or in equity, including but not limited to (i) specific performance compelling compliance with statutory requirements, and (ii) recovery of out-of-pocket costs and reasonable attorneys’ fees incurred in enforcing this Statement.
VII. DISPUTE RESOLUTION
7.1 Governing Law
This Statement and any dispute arising hereunder shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules.
7.2 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the Pennsylvania Court of Common Pleas, Business Court Program (or any successor specialized business court) located in [COUNTY] County, Pennsylvania.
[// GUIDANCE: The metadata specifies no arbitration and no jury waiver; therefore those provisions are intentionally omitted.]
VIII. GENERAL PROVISIONS
8.1 Amendments
This Statement may be amended only by a written instrument signed by both parties and, where required, duly filed with the State Filing Office.
8.2 Entire Agreement
This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings relating thereto.
8.3 Severability
If any provision of this Statement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be reformed to achieve, as nearly as possible, the original intent.
8.4 Counterparts; Electronic Signatures
This Statement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together constitute the same instrument. Signatures delivered by facsimile or secure electronic means (including PDF or electronic signature platforms compliant with the federal E-SIGN Act) shall be deemed effective.
IX. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Statement as of the Effective Date.
A. ENTITY
[ENTITY_LEGAL_NAME]
By: ____
Name: ____
Title: _____
Date: _________
[Corporate Seal, if any]
B. REGISTERED AGENT
I, the undersigned, hereby accept appointment as registered agent and consent to serve in such capacity in accordance with Pennsylvania law.
[AGENT_LEGAL_NAME]
By (if entity): ___
Name: ____
Title: _____
OR
Signature (if individual): ______
Date: _____
[// GUIDANCE: Notarization is not required for Pennsylvania filings of registered agent changes. Confirm current filing fee with the Department of State (currently $5.00 for most entities) before submission.]