CERTIFICATE OF CHANGE / DESIGNATION

OF REGISTERED AGENT AND REGISTERED OFFICE

(Texas Business Organizations Code §§ 5.201–5.206)

[// GUIDANCE: This template is designed for use by Texas-organized or Texas-qualified entities to (i) designate an initial registered agent and registered office or (ii) change an existing registered agent and/or registered office. It consolidates statutory filing language, the agent’s written consent, and optional inter-party covenants into one court-ready instrument. Practitioners should tailor bracketed placeholders and optional provisions to the specific client situation before filing with the Texas Secretary of State (“TX SOS”).]

I. DOCUMENT HEADER

1. Effective Date: [EFFECTIVE DATE (MM/DD/YYYY)]
2. Governing Law: Texas Business Organizations Code (“BOC”) and other applicable Texas law
3. Entity: [FULL LEGAL NAME OF ENTITY], a [Texas corporation / Texas LLC / foreign __ qualified to do business in Texas] (the “Entity”)
4. Registered Agent: [NAME OF NEW REGISTERED AGENT], a [Texas resident individual / Texas-organized entity] (the “Agent”)
5. Secretary of State File No.: [SOS FILE NUMBER]

II. RECITALS

A. The Entity is required under BOC § 5.201 to continuously maintain a registered agent and a registered office in the State of Texas.

B. The Entity desires to [appoint its initial registered agent and registered office / change its registered agent and/or registered office] pursuant to BOC § 5.202.

C. The Agent is eligible to serve under BOC § 5.201(b) and has consented in writing to the appointment.

D. The board of directors/managers, or other governing authority of the Entity, adopted resolutions authorizing this Certificate on [DATE OF RESOLUTION].

III. DEFINITIONS

For purposes of this Certificate, the following terms have the meanings set forth below. Capitalized terms used but not defined herein have the meanings assigned to them in the BOC.

“Agent” has the meaning set forth in the Document Header.
“Business Day” means any day other than a Saturday, Sunday, or Texas-recognized state holiday.
“Certificate” means this Certificate of Change / Designation of Registered Agent and Registered Office.
“Entity” has the meaning set forth in the Document Header.
“Registered Office” has the meaning assigned in BOC § 5.201(a).

IV. OPERATIVE PROVISIONS

1. Change / Designation.
   (a) The Entity hereby [designates / appoints / changes to] the Agent as its registered agent in the State of Texas.
   (b) The physical street address of the registered office where the Agent maintains its business office is:

[STREET ADDRESS (NO P.O. BOX)],
[CITY], Texas [ZIP CODE].

2. Statutory Statements.
   (a) The street address of the Registered Office is the same as the business office of the Agent as required by BOC § 5.201(c).
   (b) The change/designation made in this Certificate takes effect on the Effective Date specified in the Document Header, or on the date otherwise permitted under BOC § 4.054 if a delayed effectiveness is indicated.

3. Consent of Agent.
   The Agent hereby:
   (i) Consents to serve as registered agent of the Entity in accordance with BOC §§ 5.201 & 5.202;
   (ii) Acknowledges that the general duties of a registered agent include receiving and forwarding service of process, notice, or demand to the Entity at the last known address of the Entity’s principal place of business; and
   (iii) Represents that the Agent’s business office is located at the Registered Office.

4. Authorization to File.
   The undersigned Authorized Representative of the Entity is directed and empowered to file this Certificate with the TX SOS and to take any action reasonably necessary to effectuate the purposes herein.

V. REPRESENTATIONS & WARRANTIES

1. Entity Representations. The Entity represents and warrants that:
   (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
   (b) The execution and delivery of this Certificate have been duly authorized by all necessary corporate/company action; and
   (c) The information contained in this Certificate is true, correct, and complete.

2. Agent Representations. The Agent represents and warrants that:
   (a) The Agent meets all eligibility requirements of BOC § 5.201(b);
   (b) The Agent will comply with all statutory duties applicable to a registered agent under Texas law; and
   (c) The Agent has not been disqualified by judicial order or administrative action from acting as a registered agent in Texas.

[// GUIDANCE: Survival language is typically unnecessary for statutory filings but may be retained for belt-and-suspenders purposes.]

VI. COVENANTS

1. Continuous Maintenance. The Entity covenants to continuously maintain the Agent and the Registered Office in accordance with BOC § 5.201, or to promptly file the appropriate instrument to effect any subsequent change.

2. Forwarding Obligation. The Agent covenants to promptly forward to the Entity at [ENTITY’S DESIGNATED CONTACT ADDRESS OR EMAIL] any process, notice, or demand received on behalf of the Entity.

3. Notice of Resignation. The Agent may resign in the manner provided under BOC § 5.203, provided that the Agent gives the Entity not less than [30] days’ prior written notice of its intent to resign.

VII. DEFAULT & REMEDIES (Optional – remove if unnecessary)

[// GUIDANCE: The BOC provides statutory remedies for failure to maintain a registered agent; contractual default language is optional.]

In the event either party fails to perform its obligations under this Certificate and such failure continues for [10] Business Days after receipt of written notice, the non-breaching party may pursue any remedy available at law or equity, including but not limited to specific performance.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Certificate and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.

2. Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state business courts of [COUNTY, TEXAS] for any action arising out of or relating to this Certificate.

[// GUIDANCE: Arbitration and jury-trial waivers are intentionally omitted per user metadata.]

IX. GENERAL PROVISIONS

1. Entire Agreement. This Certificate constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior registrations, appointments, or certificates filed with the TX SOS concerning the Registered Office and/or Registered Agent.

2. Amendments. No amendment to this Certificate shall be effective unless executed by both the Entity and the Agent and filed in accordance with Texas law.

3. Severability. If any provision of this Certificate is held invalid or unenforceable in any respect, such invalidity shall not affect the remaining provisions, which shall be enforced to the maximum extent permitted by law.

4. Counterparts; Electronic Signatures. This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Electronic signatures and PDF copies shall be deemed originals for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the Effective Date.

ENTITY

Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
For: [ENTITY NAME]

REGISTERED AGENT

Name: [AGENT NAME]
Capacity: [Individual / Authorized Representative]

[// GUIDANCE: Notarization is not required for TX SOS filing of Form 401/402 equivalents, but may be added here if the Entity prefers acknowledgment.]

OPTIONAL BOARD/GOVERNING AUTHORITY RESOLUTION

(Attach if governing documents require separate written consent)

“RESOLVED, that the Entity hereby appoints [AGENT NAME] as its registered agent and designates [STREET ADDRESS, CITY, TEXAS ZIP] as its registered office, effective [EFFECTIVE DATE]; and
FURTHER RESOLVED, that [AUTHORIZED SIGNATORY] is authorized to execute and file all documents with the Texas Secretary of State necessary to effect this resolution.”

[// GUIDANCE: Filing Mechanics Checklist
1. Verify Agent eligibility (resident individual or Texas-authorized entity).
2. Confirm Registered Office street address (no P.O. Box).
3. Ensure written consent of Agent (Section III.3 above suffices).
4. File electronically or by mail with the TX SOS using the data from this Certificate (or transcribe into SOS Form 401/402).
5. Pay requisite filing fee (currently $15 for most entities; confirm latest amount).
6. Retain a stamped file-marked copy for corporate records.]

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