REGISTERED AGENT APPOINTMENT AND ACCEPTANCE AGREEMENT

(State of Rhode Island)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibit A – Statutory Filing Form (Reference Only)

1. DOCUMENT HEADER

This Registered Agent Appointment and Acceptance Agreement (the “Agreement”) is entered into and made effective as of [EFFECTIVE_DATE] (the “Effective Date”) by and between:

• [COMPANY_NAME], a [ENTITY_TYPE] organized under the laws of the State of Rhode Island (the “Company”); and
• [AGENT_NAME], a [RI_BUSINESS_ENTITY_TYPE/INDIVIDUAL] having a physical business address in the State of Rhode Island at [AGENT_PHYSICAL_STREET_ADDRESS] (the “Registered Agent” or “Agent”).

(Each a “Party” and, collectively, the “Parties.”)

Recitals

A. The Company is required under R.I. Gen. Laws § 7-1.2-501 (for business corporations) or § 7-16-11 (for limited liability companies), as applicable, to maintain a registered agent and registered office in the State of Rhode Island.
B. The Company desires to appoint the Agent, and the Agent desires to accept such appointment, subject to the terms and conditions set forth in this Agreement.
C. The Parties enter into this Agreement in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

“Applicable Law” means all federal, state, and local statutes, regulations, and other binding rules governing the subject matter of this Agreement, including without limitation R.I. Gen. Laws § 7-1.2-501 et seq. and § 7-16-11 et seq.

“Registered Office” means the physical street address in Rhode Island designated by the Company in accordance with Applicable Law, presently [AGENT_PHYSICAL_STREET_ADDRESS], or any successor address that complies with Section 5.2.

“Service of Process” means any writ, summons, complaint, subpoena, or other legal process served upon the Company pursuant to the Rhode Island Rules of Civil Procedure.

3. OPERATIVE PROVISIONS

3.1 Appointment. The Company hereby appoints the Agent, and the Agent hereby accepts such appointment, to serve as the Company’s exclusive registered agent in the State of Rhode Island for purposes of receipt of Service of Process and governmental or regulatory notices.

3.2 Term. The appointment is effective on the Effective Date and shall continue until terminated or changed pursuant to Sections 5.3 or 6.2 and completion of any filings required under Applicable Law.

3.3 Scope of Duties. The Agent shall:
(a) Maintain the Registered Office during normal business hours (9:00 a.m.–5:00 p.m. local time, Monday through Friday, excluding Rhode Island legal holidays);
(b) Receive and promptly forward to the Company, by [METHOD_OF_FORWARDING] within [X] business days, all Service of Process and official mail addressed to the Company; and
(c) Maintain records evidencing the date and manner of receipt and transmittal of any Service of Process.

3.4 Consideration & Fees. In consideration of the services herein, the Company shall pay the Agent an annual fee of $[AMOUNT], due [DUE_DATE] of each calendar year, plus reasonable out-of-pocket expenses actually incurred with the Company’s prior written consent. Late payments bear interest at [X]% per month, compounded monthly.

3.5 Conditions Precedent. This Agreement is conditioned upon:
(a) Execution of Exhibit A (the “Statutory Filing Form”) by the Company and Agent; and
(b) Acceptance and filing of Exhibit A by the Rhode Island Department of State.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) It has full power and authority to execute, deliver, and perform this Agreement;
(b) The execution and performance of this Agreement have been duly authorized; and
(c) This Agreement constitutes a valid and binding obligation, enforceable against such Party in accordance with its terms.

4.2 Company Representations. The Company further represents that it is in good standing under the laws of the State of Rhode Island and is not currently subject to administrative dissolution.

4.3 Agent Representations. The Agent further represents that it:
(a) Maintains a physical street address in Rhode Island compliant with R.I. Gen. Laws § 7-1.2-501(b);
(b) Is not disqualified under any Applicable Law from acting as a registered agent; and
(c) Consents to the appointment pursuant to R.I. Gen. Laws § 7-1.2-502(b).

4.4 Survival. The representations and warranties set forth in this Section 4 shall survive termination of this Agreement for a period of [ONE (1)] year.

5. COVENANTS & RESTRICTIONS

5.1 Compliance Covenant. Each Party shall comply in all material respects with Applicable Law relating to its obligations under this Agreement.

5.2 Change of Address. The Agent shall not change the Registered Office without giving the Company at least [30] days’ prior written notice and by executing and filing an amended statutory form with the Rhode Island Department of State.

5.3 Resignation or Replacement of Agent.
(a) Agent Resignation. The Agent may resign by delivering written notice to the Company and the Rhode Island Department of State in accordance with R.I. Gen. Laws § 7-1.2-502(c). Resignation shall be effective [30] days after such notice unless the Company earlier appoints a successor registered agent.
(b) Company Replacement. The Company may replace the Agent at any time upon [30] days’ written notice, provided that the Company promptly files the requisite Statement of Change with the Rhode Island Department of State designating a qualified successor agent.

5.4 Record Maintenance. The Company shall maintain at its principal place of business copies of all Service of Process forwarded by the Agent for at least three (3) years.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an “Event of Default”:
(a) Material breach by either Party of this Agreement that remains uncured for [15] days after written notice;
(b) Failure by the Company to pay any amount when due that remains unpaid for [15] days after written notice;
(c) A Party’s dissolution, insolvency, or assignment for benefit of creditors.

6.2 Remedies. Upon an Event of Default, the non-defaulting Party may:
(a) Terminate this Agreement immediately upon written notice;
(b) Seek equitable relief, including specific performance; and
(c) Recover actual and documented costs and expenses, including reasonable attorneys’ fees, incurred in enforcing its rights.

7. RISK ALLOCATION

7.1 Indemnification. Not applicable.

7.2 Limitation of Liability. Not applicable; each Party retains any and all liabilities imposed by Applicable Law.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the corporate laws of the State of Rhode Island without regard to its conflict-of-laws principles.

8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the Rhode Island Business Calendar of the Superior Court sitting in Providence County (the “Business Court”) for any action arising out of or relating to this Agreement.

8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable per metadata.

9. GENERAL PROVISIONS

9.1 Amendments. This Agreement may be amended only by a written instrument executed by both Parties.

9.2 Assignment. Neither Party may assign its rights or delegate its obligations without the prior written consent of the other Party, except that the Company may assign to a successor by merger, conversion, or reorganization upon written notice to the Agent.

9.3 Severability. If any provision is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force.

9.4 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements, oral or written.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures in compliance with the Rhode Island Uniform Electronic Transactions Act are deemed valid and binding.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Company:
[COMPANY_NAME]
By: ____________________________________
Name: [AUTHORIZED_SIGNATORY]
Title: [TITLE]
Date: __________________________________

Registered Agent:
[AGENT_NAME]
By: ____________________________________  (if entity agent)
Name: [AUTHORIZED_SIGNATORY/INDIVIDUAL]
Title: [TITLE]
OR
Signature of Individual Agent: __________________________
Date: __________________________________

[Notary Acknowledgment, if desired]

11. EXHIBIT A – STATUTORY FILING FORM (Reference Only)