STATEMENT OF DESIGNATION OR CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE
(“Registered Agent Change/Designation Agreement”)
[// GUIDANCE:
This template is designed for use when (i) a South Dakota domestic or foreign business entity initially appoints a registered agent, or (ii) an existing entity changes its registered agent and/or registered office within South Dakota. It is structured as a dual-purpose document—(a) an internal agreement between the entity and the proposed agent that secures written consent, and (b) a filing-ready instrument that may be submitted (with minor formatting edits) to the South Dakota Secretary of State.
Customize all bracketed items, delete any inapplicable provisions, and confirm all statutory requirements immediately prior to filing, as South Dakota forms and fees are periodically updated.
]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Intentionally Omitted)
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title. Statement of Designation or Change of Registered Agent and Registered Office (the “Agreement”).
1.2 Parties.
(a) “[ENTITY LEGAL NAME],” a [state of formation] [entity type] (the “Company”); and
(b) “[AGENT LEGAL NAME],” [describe type of agent, e.g., “an individual resident of the State of South Dakota” / “a South Dakota business corporation”], whose business address is identical to the Registered Office specified below (the “Agent”).
1.3 Effective Date. This Agreement is effective as of [EFFECTIVE DATE] (the “Effective Date”).
1.4 Jurisdiction. This Agreement is governed by the corporate and registered-agent statutes of the State of South Dakota (“state_corporate_law”).
1.5 Purpose and Consideration. The Company desires to designate (or change to) the Agent as its registered agent in South Dakota, and the Agent consents to such appointment, for good and valuable consideration, the receipt and sufficiency of which are acknowledged.
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in this Section and used elsewhere in the Agreement have the same meaning whether singular or plural.
“Business Day” means any day other than Saturday, Sunday, or a day on which banks in the State of South Dakota are authorized or required to close.
“Registered Office” means the street address (and, if different, the mailing address) in the State of South Dakota at which the Agent maintains its business office and at which process, notices, and official communications may be served upon the Company.
“Secretary of State” means the Office of the Secretary of State of the State of South Dakota, or any successor agency thereto.
[Add additional defined terms as needed.]
3. OPERATIVE PROVISIONS
3.1 Designation of Agent and Registered Office. The Company hereby designates the Agent as its registered agent in the State of South Dakota and designates the following as its registered office:
(a) STREET ADDRESS (physical): [NUMBER & STREET], [CITY], SD [ZIP]
(b) MAILING ADDRESS (if different): [PO BOX or STREET], [CITY], SD [ZIP]
(c) COUNTY: [COUNTY]
3.2 Replacement of Prior Agent (if applicable). Effective as of the Effective Date, the Agent replaces “[PRIOR AGENT NAME]” as the Company’s registered agent in South Dakota, and the registered office is correspondingly changed from [prior address] to the address set forth in Section 3.1.
3.3 Filing Authorization. The Company authorizes and directs any officer of the Company, or the Company’s legal counsel, to file or cause to be filed with the Secretary of State all documents necessary to effectuate this designation or change, including any prescribed state forms and the applicable filing fee.
3.4 Term. The Agent shall serve until (a) the Company files a subsequent statement of change designating a successor agent, (b) the Agent resigns pursuant to applicable law, or (c) the Company ceases to be required to maintain a registered agent in South Dakota.
3.5 No Fee Owed to Agent Under This Agreement. Nothing herein obligates the Company to pay a fee to the Agent for acting as registered agent unless the parties separately agree in writing.
4. REPRESENTATIONS & WARRANTIES
4.1 Company Representations. The Company represents and warrants that:
(a) it is duly incorporated/organized, validly existing, and in good standing under the laws of its state of formation;
(b) it is authorized to transact business (or is seeking such authorization) in South Dakota; and
(c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.
4.2 Agent Representations. The Agent represents and warrants that:
(a) the Agent meets all statutory qualifications to serve as a registered agent in South Dakota, including residency or authorization to do business in the state;
(b) the street address provided in Section 3.1 is a physical address located in the State of South Dakota and is identical to the Agent’s business office; and
(c) the Agent has obtained all internal approvals necessary to accept this appointment and to perform the duties of a registered agent.
4.3 Survival. The representations and warranties in this Section survive the execution of this Agreement and the filing of the Statement of Change with the Secretary of State.
5. COVENANTS & RESTRICTIONS
5.1 Agent Duties. The Agent shall:
(a) maintain the Registered Office in accordance with South Dakota law;
(b) accept service of process, notices, and official communications on behalf of the Company during normal business hours; and
(c) forward such items to the Company at the following address within two (2) Business Days of receipt: [COMPANY NOTICE ADDRESS; EMAIL].
5.2 Company Duties. The Company shall:
(a) keep the Agent promptly informed in writing of any change in the Company’s principal office address, officers, or contact information;
(b) promptly reimburse the Agent for any out-of-pocket costs incurred in forwarding documents pursuant to Section 5.1(c); and
(c) not use the Registered Office for any business purpose other than that permitted by law.
5.3 Notice of Resignation or Removal. Either party may terminate this Agreement by delivering written notice at least thirty (30) days in advance, provided that the terminating party contemporaneously complies with all statutory procedures for resignation or change of registered agent.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute an “Event of Default”:
(a) failure by the Agent to maintain the Registered Office as required by law;
(b) failure by the Company to reimburse costs or provide updated contact information within ten (10) Business Days after written notice; or
(c) any representation or warranty of either party proving materially false when made.
6.2 Cure Period. The non-defaulting party shall provide written notice of default. The defaulting party has ten (10) Business Days to cure. If not cured, the non-defaulting party may terminate this Agreement immediately by written notice and, if necessary, file a statement of change or resignation with the Secretary of State.
6.3 Specific Performance. Because of the statutory nature of the Agent’s duties, the parties agree that monetary damages may be inadequate. The non-defaulting party is entitled to seek specific performance or injunctive relief in the appropriate South Dakota state business court.
6.4 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
[INTENTIONALLY OMITTED – Neither indemnification nor liability caps apply per Metadata.]
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute arising hereunder are governed by the laws of the State of South Dakota without regard to conflicts-of-law principles.
8.2 Forum Selection. The parties consent to the exclusive jurisdiction of the state business courts of South Dakota located in [COUNTY], South Dakota, for any proceeding arising out of or relating to this Agreement.
8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable.
9. GENERAL PROVISIONS
9.1 Amendment. This Agreement may be amended only by a writing executed by both parties.
9.2 Assignment. Neither party may assign its rights or duties hereunder except as required by law for resignation or succession of registered agents.
9.3 Severability. If any provision is invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is deemed modified to the minimum extent necessary to render it enforceable.
9.4 Entire Agreement. This document constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or representations.
9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile, PDF, or other electronic means are effective for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
COMPANY:
[ENTITY LEGAL NAME]
By: _____
Name: [AUTHORIZED OFFICER NAME]
Title: [TITLE]
Date: _____
REGISTERED AGENT:
[AGENT LEGAL NAME]
By: _____
Name: [IF ENTITY, AUTHORIZED SIGNATORY]
Title: [TITLE OR “Individual”]
Date: _____
CONSENT OF REGISTERED AGENT
The undersigned hereby acknowledges and accepts the appointment as registered agent and confirms that the street address listed in Section 3.1 is identical to the Agent’s business office.
Signature: _____
Name: [AGENT NAME]
Date: _____
[Optional Notary Acknowledgment – include only if required by SD SOS at time of filing]
[// GUIDANCE:
Filing Checklist (Internal Use)
1. Confirm that the Agent’s address is a physical South Dakota street address (no P.O. Box).
2. Confirm that the Agent’s written consent is signed.
3. Update the entity’s South Dakota annual report, if due, to reflect the new agent.
4. File the completed Statement of Designation or Change and pay the applicable fee to the South Dakota Secretary of State—Business Services Division.
5. Retain an executed copy of this Agreement in the Company’s minute book.
]