REGISTERED AGENT DESIGNATION & CONSENT AGREEMENT

(State of South Carolina)

I. DOCUMENT HEADER

This Registered Agent Designation & Consent Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [FULL LEGAL NAME OF ENTITY], a [STATE] [ENTITY TYPE – e.g., corporation/LLC/LP] authorized to transact business in South Carolina (the “Company”); and
2. [FULL LEGAL NAME OF AGENT], a [“South Carolina-resident individual” OR “South Carolina business entity in good standing”] (the “Agent”).

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

Recitals

A. South Carolina law requires every domestic and foreign business entity authorized to transact business in South Carolina to continuously maintain (i) a registered office with a physical street address within the State and (ii) a registered agent at such address that has consented in writing to serve in that capacity.

B. The Company desires to designate the Agent as its registered agent and to establish [REGISTERED OFFICE STREET ADDRESS, CITY, SC ZIP] (the “Registered Office”) as its registered office in the State of South Carolina.

C. The Agent is willing to accept such designation and to perform the statutory duties of a registered agent in accordance with the South Carolina Business Corporation Act of 1988 and all other applicable provisions of South Carolina law (collectively, the “SCBCA”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the Parties agree as follows.

Table of Contents

1. Definitions
2. Operative Provisions
3. Representations & Warranties
4. Covenants & Restrictions
5. Default & Remedies
6. Risk Allocation
7. Dispute Resolution
8. General Provisions
9. Execution Block
10. Exhibits

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Any term used but not defined herein has the meaning ascribed to it under the SCBCA.

“Agreement” means this Registered Agent Designation & Consent Agreement, together with all Exhibits attached hereto.
“Agent” has the meaning set forth in the preamble.
“Company” has the meaning set forth in the preamble.
“Effective Date” means the date first written above.
“Registered Office” has the meaning set forth in Recital B.
“Secretary of State” means the Office of the Secretary of State of South Carolina.
“Service of Process Documents” means any summons, subpoena, writ, complaint, notice, or other legal or governmental documents that the Agent is statutorily required to accept on behalf of the Company.
“Term” has the meaning set forth in Section 2.3.

III. OPERATIVE PROVISIONS

2.1 Appointment of Agent & Designation of Registered Office

(a) The Company hereby designates and appoints the Agent as its registered agent in the State of South Carolina and designates the Registered Office as its registered office for purposes of service of process, notice, demand, or any other documents required or permitted by law to be served on the Company.
(b) The Company shall promptly file, or cause to be filed, with the Secretary of State all documents necessary to effectuate such designation in accordance with South Carolina law.

2.2 Acceptance by Agent

The Agent hereby (i) accepts such appointment, (ii) represents that it satisfies all statutory qualifications to act as registered agent in South Carolina, and (iii) consents to serve in such capacity for the Company.

2.3 Term; Renewal; Resignation

(a) The term of this Agreement (the “Term”) commences on the Effective Date and continues until terminated in accordance with this Section 2.3.
(b) Either Party may terminate this Agreement upon [30/60] days’ prior written notice delivered in accordance with Section 8.8, provided that:
(i) the Company files a statement of change designating a successor registered agent and office prior to the effective date of termination; and
(ii) the Agent complies with the statutory resignation procedures, including the required notice to the Company and the Secretary of State.
(c) Termination shall not relieve either Party of any obligation or liability accrued prior to the effective date of termination.

2.4 Services of Agent

During the Term, the Agent shall:
1. Maintain the Registered Office at the physical street address specified above (no P.O. boxes);
2. Remain available during normal business hours (9:00 a.m.–5:00 p.m. local time, Monday through Friday, excluding South Carolina-recognized holidays) to accept Service of Process Documents;
3. Promptly forward all Service of Process Documents to the Company via [DESIGNATED METHOD—e.g., overnight courier/email] within [X] business days of receipt;
4. Maintain a log of all Service of Process Documents received and forwarded for a minimum of [X] years; and
5. Notify the Company immediately upon any change in the Agent’s legal status or qualification to serve.

2.5 Fees & Payment Terms

(a) In consideration of the services provided herein, the Company shall pay the Agent an annual registered agent fee of $[AMOUNT], due and payable on or before [DUE DATE] of each year.
(b) Late payments shall accrue interest at [RATE]% per annum or the highest rate permitted by law, whichever is lower.
(c) The Agent may adjust the annual fee upon [60] days’ prior written notice to the Company.

IV. REPRESENTATIONS & WARRANTIES

3.1 Representations & Warranties of the Company

The Company represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is authorized to transact business in South Carolina;
(b) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite corporate or organizational action; and
(c) This Agreement constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms.

3.2 Representations & Warranties of the Agent

The Agent represents and warrants that:
(a) It meets, and throughout the Term will continue to meet, all statutory qualifications to serve as registered agent for the Company in South Carolina;
(b) It maintains a physical office at the Registered Office address; and
(c) The execution, delivery, and performance of this Agreement do not and will not violate any law, regulation, or contractual obligation applicable to the Agent.

3.3 Survival

The representations and warranties set forth in this Article IV shall survive the execution and delivery of this Agreement and the termination hereof for a period of [12] months.

V. COVENANTS & RESTRICTIONS

4.1 Covenants of the Company

(a) To keep the Registered Office address and the Agent’s name current with the Secretary of State at all times;
(b) To provide the Agent with accurate contact information for two designated officers or managers authorized to receive forwarded Service of Process Documents, and to update such information within five (5) business days of any change;
(c) To refrain from using the Agent’s address for any purpose other than as the Registered Office without the Agent’s prior written consent; and
(d) To comply with all applicable South Carolina statutes, regulations, and annual reporting obligations.

4.2 Covenants of the Agent

(a) To perform the services set forth in Section 2.4 in a timely and professional manner;
(b) Not to disclose confidential information of the Company except as required by law; and
(c) To notify the Company in writing within five (5) business days of any anticipated relocation of the Registered Office or any change impacting the Agent’s statutory qualification.

VI. DEFAULT & REMEDIES

5.1 Events of Default

The occurrence of any of the following shall constitute an “Event of Default”:
(a) The Company’s failure to pay any amount due hereunder within [15] days after the same becomes due;
(b) The Company’s failure to maintain current contact information with the Agent;
(c) The Agent’s failure to forward Service of Process Documents within the time period specified in Section 2.4(3);
(d) Either Party’s material breach of any covenant, representation, or warranty contained herein that remains uncured for [15] days after written notice thereof.

5.2 Remedies

Upon an Event of Default, the non-defaulting Party may, in addition to any other right or remedy available at law or in equity:
(a) Terminate this Agreement immediately upon written notice;
(b) Seek specific performance or injunctive relief to compel compliance; and
(c) Recover all reasonable costs and attorneys’ fees incurred in enforcing this Agreement.

[// GUIDANCE: South Carolina permits recovery of attorneys’ fees when expressly provided by contract.]

VII. RISK ALLOCATION

7.1 No Indemnification. The Parties acknowledge that, except as expressly set forth herein, this Agreement does not create any indemnification obligations.

7.2 Limitation of Liability. Neither Party shall be liable to the other for any indirect, consequential, special, or punitive damages arising out of or related to this Agreement, except to the extent such damages result from gross negligence, willful misconduct, or fraud.

7.3 Force Majeure. Neither Party shall be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, or interruption of utilities, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The Parties hereby submit to the exclusive jurisdiction of the South Carolina Business Court (or, if the Business Court declines jurisdiction, the state courts located in [COUNTY], South Carolina) for all disputes arising out of or related to this Agreement.

8.3 Arbitration. Not applicable.

8.4 Jury Trial Waiver. Not applicable.

8.5 Equitable Relief. Each Party acknowledges that a breach of its obligations under this Agreement may result in irreparable harm for which monetary damages would be inadequate, and therefore the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the necessity of posting bond.

IX. GENERAL PROVISIONS

9.1 Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

9.2 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Company may assign this Agreement to a successor entity in connection with a merger or conversion upon written notice to the Agent.

9.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

9.5 Entire Agreement. This Agreement (including all Exhibits) constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, or agreements, whether oral or written.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

9.7 Further Assurances. Each Party agrees to execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

9.8 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given (i) when delivered in person, (ii) one business day after deposit with a nationally recognized overnight courier, or (iii) three business days after being deposited in the United States mail, first-class postage prepaid, addressed to the respective Party at its address set forth below (or such other address as a Party may designate by notice).

• If to the Company:
[COMPANY NAME]
Attn: [OFFICER NAME & TITLE]
[ADDRESS]
Email: [EMAIL ADDRESS]

• If to the Agent:
[AGENT NAME]
Attn: [CONTACT NAME & TITLE]
[ADDRESS]
Email: [EMAIL ADDRESS]

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Optional Notary Acknowledgment – include if the Company desires additional authentication. South Carolina does not statutorily require notarization of the Agent’s written consent.]

EXHIBIT A

Form of Unanimous Written Consent of the Board of Directors/Managers

[// GUIDANCE: Attach a board or manager consent authorizing the change of registered agent and empowering an officer to execute and file all necessary documents with the Secretary of State. Include statutory references to SC Code Ann. Title 33 as appropriate.]

EXHIBIT B

South Carolina Secretary of State “Notice of Change of Registered Agent and/or Registered Office”

[// GUIDANCE: Insert the current official form from the SC Secretary of State’s website or a link thereto. Confirm form number and revision date immediately prior to filing.]

EXHIBIT C

Registered Agent’s Written Consent to Appointment

I, [AGENT NAME], hereby consent to serve as registered agent for [COMPANY NAME] in the State of South Carolina and certify that I satisfy all statutory requirements to act in that capacity.

[AGENT SIGNATURE]
Date: _____

[// GUIDANCE:
1. Before execution, verify that the Agent’s street address qualifies as a “registered office” under South Carolina law (P.O. boxes are not acceptable).
2. South Carolina filing fees and processing times change; confirm current fees before submission.
3. Use the same Registered Office address in (i) this Agreement, (ii) the Secretary of State form, and (iii) the Company’s next annual report to avoid rejection.
4. If the Company is an LLC, adapt references from the “South Carolina Business Corporation Act” to the “South Carolina Uniform Limited Liability Company Act of 1996.”]

© [YEAR] [LAW FIRM OR AUTHOR NAME]. All Rights Reserved. This template is provided for informational purposes only and does not constitute legal advice. Users should consult qualified South Carolina counsel before relying on this document.