STATEMENT OF DESIGNATION OR CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE
(Vermont Business Entities)
[// GUIDANCE: Use this template for any Vermont corporation, limited liability company, limited partnership, or other domestic or foreign business entity that is required to maintain a registered agent in the State of Vermont. Customize all bracketed items, delete inapplicable bracketed options, and attach any required schedules before filing with the Vermont Secretary of State (“SOS”).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (RESERVED)
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title
Statement of Designation or Change of Registered Agent and Registered Office (the “Statement”).
1.2 Parties
(i) [Full Legal Name of Business Entity], a [corporation / limited liability company / limited partnership / other] organized under the laws of [STATE OF FORMATION] (the “Entity”); and
(ii) [Full Legal Name of Registered Agent], [an individual residing in Vermont / a Vermont-qualified business entity] (the “Registered Agent”).
1.3 Effective Date
This Statement shall become effective on the later of (a) the date accepted for filing by the SOS or (b) [EFFECTIVE DATE IF DELAYED, not more than 90 days after filing].
1.4 Governing Law and Jurisdiction
This Statement is governed by and shall be construed in accordance with the Vermont Business Corporation Act, the Vermont Limited Liability Company Act, and all other applicable provisions of Vermont state corporate law (collectively, “State Corporate Law”).
Forum for any proceeding arising out of or relating to this Statement shall be the Vermont Business Court.
2. DEFINITIONS
“Business Day” – Any day other than a Saturday, Sunday, or Vermont-recognized legal holiday.
“Change” – The modification effected by this Statement, whether appointment of an initial Registered Agent or replacement of a prior registered agent and/or registered office.
“Registered Office” – The physical street address in the State of Vermont, maintained pursuant to State Corporate Law, where the Registered Agent is located and where service of process may be made upon the Entity.
“Secretary of State” or “SOS” – The Vermont Secretary of State, Corporations Division.
3. OPERATIVE PROVISIONS
3.1 Designation / Change
(a) The Entity hereby (check one):
☐ designates its initial Registered Agent and Registered Office; ☐ changes its Registered Agent; ☐ changes its Registered Office; ☐ changes both its Registered Agent and Registered Office.
(b) The Registered Agent is:
Name: [REGISTERED AGENT NAME]
Mailing Address: [STREET ADDRESS, CITY, VT ZIP]
Physical/911 Address (if different): [STREET ADDRESS, CITY, VT ZIP]
Email Address for Official Notices (optional but recommended): [EMAIL]
(c) The new Registered Office of the Entity is the address listed in § 3.1(b). The address is a physical street address located in the State of Vermont and is not solely a P.O. Box.
3.2 Previous Agent / Office (if applicable)
[Full Legal Name of Prior Agent], having its registered office at [PRIOR ADDRESS], is hereby removed effective as of the Effective Date.
[// GUIDANCE: Omit § 3.2 if this is an initial designation.]
3.3 Consent of Registered Agent
The Registered Agent hereby accepts the appointment and agrees to comply with all obligations imposed by State Corporate Law, including but not limited to forwarding to the Entity at the address on record (or such other address supplied in writing) any process, notice, or demand served on the Registered Agent.
3.4 Service of Process
Service of any legal process, notice, or demand on the Registered Agent at the Registered Office shall constitute valid service on the Entity as permitted under State Corporate Law.
3.5 Effect of Filing
Upon filing this Statement with the SOS, the Change shall be effective without further action by the Entity or the Registered Agent except as expressly provided herein.
4. REPRESENTATIONS & WARRANTIES
4.1 Entity Representations
(a) The Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
(b) The undersigned individual executing this Statement on behalf of the Entity is duly authorized to do so.
(c) The Entity’s principal office address is [PRINCIPAL OFFICE ADDRESS].
4.2 Registered Agent Representations
(a) The Registered Agent is (i) a resident individual of Vermont whose business office is identical with the Registered Office, or (ii) a business entity authorized to transact business in Vermont with a business office identical with the Registered Office.
(b) The Registered Agent will maintain the Registered Office in accordance with State Corporate Law.
(c) The Registered Agent has not been suspended or prohibited from acting as a registered agent in Vermont.
4.3 Survival
All representations and warranties shall survive the Effective Date and the filing of this Statement.
5. COVENANTS & RESTRICTIONS
5.1 Registered Agent Covenants
(a) Continuous Office. The Registered Agent shall continuously maintain the Registered Office in Vermont.
(b) Forwarding Obligations. The Registered Agent shall promptly forward to the Entity at [FORWARDING ADDRESS] all process, notices, demands, and official correspondence received.
(c) Change in Information. The Registered Agent shall promptly notify the Entity and, if required, file a Statement of Change with the SOS if the Registered Agent’s name or address changes.
5.2 Entity Covenants
The Entity shall:
(a) Keep the Registered Agent informed of the Entity’s current mailing address and contact person.
(b) Promptly reimburse the Registered Agent for any reasonable out-of-pocket costs incurred in forwarding service of process or notices.
6. DEFAULT & REMEDIES
6.1 Events of Default
(a) Failure of the Registered Agent to maintain a compliant Registered Office or to forward process within five (5) Business Days of receipt.
(b) Failure of the Entity to provide a valid forwarding address within ten (10) Business Days after written request.
6.2 Notice and Cure
The non-defaulting party shall give written notice of default, and the defaulting party shall have ten (10) Business Days to cure.
6.3 Remedies
If the default is not cured within the applicable cure period, the non-defaulting party may:
(a) Terminate the appointment (for Entity) or resign (for Registered Agent) by appropriate filing with the SOS; and/or
(b) Seek any other relief available at law or in equity, including recovery of actual, documented costs and expenses (including reasonable attorney fees) incurred as a result of the default.
[// GUIDANCE: Remedies are intentionally limited to reflect the narrow scope of a registered agent relationship.]
7. RISK ALLOCATION
[RESERVED – No indemnification or liability limitation provisions are required or requested per metadata.]
8. DISPUTE RESOLUTION
8.1 Governing Law
All matters arising out of or relating to this Statement are governed by the laws of the State of Vermont without regard to its conflict-of-laws principles.
8.2 Forum Selection
The parties submit to the exclusive jurisdiction of the Vermont Business Court for any proceeding arising from or relating to this Statement.
8.3 Arbitration, Jury Waiver, Injunctive Relief
[NOT APPLICABLE per metadata.]
9. GENERAL PROVISIONS
9.1 Amendments
This Statement may be amended or restated only by filing an appropriate instrument with, and accepted by, the SOS as required under State Corporate Law.
9.2 Assignment
Neither party may assign its rights or delegate its obligations under this Statement, except that the Registered Agent may resign and the Entity may appoint a successor registered agent in accordance with State Corporate Law.
9.3 Severability
If any provision of this Statement is held invalid, the remaining provisions shall remain in full force and effect.
9.4 Integration
This Statement constitutes the entire agreement between the Entity and the Registered Agent with respect to the subject matter hereof and supersedes any prior oral or written understandings.
9.5 Counterparts; Electronic Signatures
This Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (including PDF and secure e-signature platforms) shall be deemed original signatures for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Statement as of the dates written below.
ENTITY
[Full Legal Name of Entity]
By: ____
Name: [AUTHORIZED SIGNATORY]
Title: [Title – e.g., President, Manager]
Date: ___, 20___
REGISTERED AGENT
I, the undersigned, hereby accept the appointment as Registered Agent and consent to serve in such capacity pursuant to State Corporate Law.
[Name of Registered Agent]
(if entity: By: [Authorized Officer])
Title: [Title]
Date: ___, 20
[Notary acknowledgment block – include if required by SOS at the time of filing.]
[// GUIDANCE: Before submission, attach any required SOS cover sheet or filing form, pay the statutory filing fee, and verify current signature and notarization requirements, which are subject to change by the Vermont Secretary of State.]