Registered Agent Change/Designation

REGISTERED AGENT APPOINTMENT / CHANGE STATEMENT

(State of Tennessee)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations and Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation (Not Applicable)
8. Dispute Resolution (Not Applicable)
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Statement of Appointment or Change of Registered Agent and/or Registered Office
This Statement (“Statement”) is executed and submitted for filing with the Tennessee Secretary of State pursuant to Tenn. Code Ann. §§ 48-15-201 and 48-15-202 (the “Tennessee Act”).

Effective Date: [EFFECTIVE_DATE]

Entity: [ENTITY_NAME], a [ENTITY_TYPE] organized under the laws of [STATE OF FORMATION] and holding Tennessee Control No. [CONTROL_NUMBER] (“Company”).

2. DEFINITIONS

For purposes of this Statement, capitalized terms have the meanings set forth below. Terms used but not defined shall have the meanings assigned by the Tennessee Act.

“Company” – The entity identified in Section 1.
“Registered Agent” – The individual or business organization satisfying Tenn. Code Ann. § 48-15-101 and designated in Section 3.
“Registered Office” – The street address within the State of Tennessee at which the Registered Agent is located, as designated in Section 3.
“Tennessee Act” – Title 48, Chapter 15, Tennessee Code Annotated, as amended.

3. OPERATIVE PROVISIONS

3.1 Appointment / Change. The Company hereby (check one):
☐ Designates its initial Registered Agent and Registered Office.
☐ Changes its existing Registered Agent and/or Registered Office.

3.2 Prior Registration (Complete only if effecting a change).
a. Prior Registered Agent: [PRIOR_REGISTERED_AGENT_NAME]
b. Prior Registered Office: [PRIOR_REGISTERED_OFFICE_STREET_ADDRESS], [CITY], Tennessee [ZIP]

3.3 New Registration.
a. Registered Agent Name: [NEW_REGISTERED_AGENT_NAME]
b. Agent Type (check one):
  ☐ Individual resident of Tennessee
  ☐ Domestic entity – TN Control No. [NEW_AGENT_CONTROL_NUMBER]
  ☐ Foreign entity authorized in TN – TN Control No. [NEW_AGENT_CONTROL_NUMBER]
c. Registered Office Street Address (no P.O. Boxes):
[NEW_REGISTERED_OFFICE_STREET_ADDRESS]
[CITY], Tennessee [ZIP]

3.4 Consent of Registered Agent. The person or entity named in Section 3.3(a) hereby consents to serve as Registered Agent for the Company in accordance with the Tennessee Act and signs the consent set forth in Section 10.2.

3.5 Delivery for Filing. The Company shall deliver this Statement, duly executed, to the Tennessee Secretary of State for filing together with the required filing fee.

3.6 Effective Time. Subject to Tenn. Code Ann. § 48-11-303(d), this Statement becomes effective on the Effective Date specified in the Document Header or, if no date is specified, on the date of filing by the Secretary of State.

4. REPRESENTATIONS AND WARRANTIES

4.1 Company Representations. The Company represents and warrants that:
a. It is duly organized, in good standing, and authorized to transact business in Tennessee.
b. The information contained in this Statement is true, correct, and complete as of the date executed below.
c. The individual signing on behalf of the Company is authorized to do so.

4.2 Registered Agent Representations. The Registered Agent represents and warrants that:
a. It satisfies the eligibility requirements of Tenn. Code Ann. § 48-15-101.
b. The Registered Office address set forth in Section 3.3(c) is a physical street address located in Tennessee and is identical to the Registered Agent’s business office.
c. It will maintain the Registered Office and perform the statutory duties of a registered agent under the Tennessee Act.

5. COVENANTS & RESTRICTIONS

5.1 Company Covenants. The Company shall:
a. Promptly file an amended statement with the Secretary of State upon any change in the Registered Agent or Registered Office.
b. Provide the Registered Agent with accurate and current contact information for the Company’s principal officers.

5.2 Registered Agent Covenants. The Registered Agent shall:
a. Forward to the Company, at the address on file, all process, notices, and demands served on the Registered Agent.
b. Maintain the Registered Office during ordinary business hours.
c. Provide not fewer than thirty (30) days’ prior written notice to the Company and the Secretary of State before resigning, in accordance with Tenn. Code Ann. § 48-15-203.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute defaults under this Statement:
a. Failure of the Company to maintain a Registered Agent or Registered Office as required by law.
b. Resignation of the Registered Agent without timely appointment of a successor.
c. Failure of the Registered Agent to forward service of process, notices, or demands.

6.2 Remedies. Upon an Event of Default, the non-defaulting party may seek:
a. All remedies available under the Tennessee Act, including administrative dissolution or revocation of qualification (Company default), or withdrawal as agent (Agent default).
b. Recovery of reasonable costs and expenses, including filing fees and, if litigation is required, court costs and reasonable attorneys’ fees.

7. RISK ALLOCATION

Not applicable per Metadata. No indemnification, liability caps, or insurance provisions are provided or intended.

8. DISPUTE RESOLUTION

Not applicable per Metadata. No arbitration, jury waiver, or injunctive-relief provisions are included. The Tennessee state business court retains jurisdiction for any dispute arising from or relating to this Statement.

9. GENERAL PROVISIONS

9.1 Amendments. This Statement may be amended or restated only by a further filing executed in accordance with the Tennessee Act.

9.2 Severability. If any provision of this Statement is determined to be invalid under applicable law, the remaining provisions shall remain in full force and effect.

9.3 Entire Statement. This document constitutes the entire statement of registered agent appointment or change for the Company and supersedes all prior filings on the subject matter hereof.

9.4 Electronic Signatures. Electronic signatures complying with Tenn. Code Ann. § 48-11-106 and the Uniform Electronic Transactions Act are deemed originals for all purposes.

10. EXECUTION BLOCK

10.1 Company Signature

10.2 Registered Agent Consent & Signature

The undersigned hereby accepts the appointment as Registered Agent for the Company and acknowledges the obligations imposed by the Tennessee Act.

FILING INSTRUCTIONS [// GUIDANCE ONLY – REMOVE BEFORE FILING]

1. Convert final document to PDF or use the Tennessee Secretary of State’s online upload tool.
2. Pay the statutory filing fee (currently $20; verify current amount).
3. Retain a stamped copy for the Company’s minute book.
4. Calendar the renewal/annual report date to verify agent information remains current.

END OF TEMPLATE