Registered Agent Change/Designation

STATEMENT OF CHANGE/DESIGNATION OF REGISTERED AGENT

(WASHINGTON STATE)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants
6. Default & Remedies
7. Dispute Resolution
8. General Provisions
9. Execution Block

1. DOCUMENT HEADER

1.1 Title
Statement of Change/Designation of Registered Agent and Registered Office (Washington)

1.2 Parties
(a) “[ENTITY NAME],” a [STATE] [ENTITY TYPE] with Washington UBI No. [UBI NUMBER] (the “Entity”); and
(b) “[REGISTERED AGENT NAME],” a [✔ CHECK ONE: “Washington resident individual” / “Washington-qualified business entity”] (the “Registered Agent”).

1.3 Effective Date
This Statement becomes effective (the “Effective Date”):
[✔ CHECK ONE]
☐ Upon filing by the WA-SOS.
☐ On _____________ , 20___ (must be ≤ 90 days post-filing).

1.4 Governing Law & Jurisdiction
This Statement is governed by Washington State corporate law. Any dispute arising hereunder shall be heard exclusively in the Washington State Business Court (or such successor forum) sitting in [COUNTY].

2. DEFINITIONS

“Mailing Address” – The mailing address (which may be a P.O. Box) designated by the Registered Agent for correspondence.
“Physical Address” – The street address (no P.O. Box) of the Registered Agent in Washington at which process may be served.
“Prior Agent” – The Entity’s registered agent of record immediately prior to the Effective Date, if any.
“RCW” – The Revised Code of Washington.
“Statement” – This Statement of Change/Designation of Registered Agent and Registered Office.

3. OPERATIVE PROVISIONS

3.1 Designation / Change
(a) The Entity hereby (i) appoints the Registered Agent, and (ii) designates the following registered office:

• Physical Address: ___________________________________________, Washington ______
• Mailing Address (if different): _______________________________________________

(b) This Statement amends and supersedes any prior appointment on file with the WA-SOS.

3.2 Term
The appointment is continuous until (i) the Entity files a subsequent statement of change with the WA-SOS, or (ii) the Registered Agent resigns pursuant to RCW 23.95.445.

3.3 Prior Agent Revocation (if applicable)
Upon the Effective Date, the appointment of the Prior Agent is revoked without further action, and the Prior Agent shall be entitled to reasonable cooperation in effecting transition.

4. REPRESENTATIONS & WARRANTIES

4.1 By the Entity
(a) Organizational Status – The Entity is duly organized, in good standing, and authorized to transact business in Washington.
(b) Authority – The signatory for the Entity possesses proper authority to execute and deliver this Statement.

4.2 By the Registered Agent
(a) Eligibility – The Registered Agent satisfies RCW 23.95.415 requirements, including maintenance of a Physical Address in Washington.
(b) Consent – The Registered Agent unconditionally consents to the appointment and to receipt of service of process on behalf of the Entity.
(c) Accuracy – All information provided herein is true, correct, and complete as of the Effective Date.

4.3 Survival
The foregoing representations and warranties survive the filing of this Statement.

5. COVENANTS

5.1 Registered Agent Duties
(a) Service of Process – The Registered Agent shall promptly forward to the Entity any process, notice, demand, or other document received on the Entity’s behalf.
(b) Record Maintenance – The Registered Agent shall maintain current contact information for the Entity and update the same upon written request.
(c) Compliance – The Registered Agent shall remain eligible under RCW 23.95 for the duration of its appointment.

5.2 Entity Duties
(a) Information Updates – The Entity shall provide the Registered Agent with current business contact details and promptly notify the Registered Agent of any changes.
(b) Payment of Fees – The Entity shall timely pay all statutory and agreed service fees to the Registered Agent.

6. DEFAULT & REMEDIES

6.1 Events of Default
(a) Failure by the Entity to pay agreed fees within thirty (30) days after written notice.
(b) Failure by either party to maintain required addresses or statutory eligibility.
(c) Misrepresentation in any material respect in this Statement.

6.2 Cure Period
The defaulting party shall have fifteen (15) days after written notice to cure, unless the breach is incapable of cure.

6.3 Remedies
(a) Termination – Upon uncured default, the non-defaulting party may terminate the Registered Agent appointment or resign, as applicable.
(b) Specific Performance – The parties acknowledge that compliance with RCW 23.95 constitutes unique statutory obligations; equitable relief is available to enforce same.
(c) Costs – The prevailing party in any action to enforce this Statement shall be entitled to reasonable attorneys’ fees and costs.

7. DISPUTE RESOLUTION

7.1 Governing Law
This Statement and any dispute related hereto are governed by the laws of the State of Washington, without regard to conflict-of-law principles.

7.2 Forum Selection
Exclusive venue lies in the Washington State Business Court (or, if unavailable, the Superior Court of [COUNTY], Washington).

7.3 Arbitration; Jury Waiver
Not applicable.

8. GENERAL PROVISIONS

8.1 Amendments
This Statement may be amended only by a writing executed by both the Entity and the Registered Agent and filed with the WA-SOS as statutorily required.

8.2 Assignment
Neither party may assign its obligations hereunder except as permitted by RCW 23.95 or with the other party’s prior written consent.

8.3 Severability
If any provision is held invalid, the remaining provisions shall remain in full force and effect and shall be construed to best effectuate original intent.

8.4 Integration
This Statement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written understandings.

8.5 Counterparts; Electronic Signatures
This Statement may be executed in counterparts, all of which together constitute one instrument. Electronic signatures are deemed originals for all purposes.

9. EXECUTION BLOCK

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

ENTITY

________________________________________
[NAME & TITLE OF AUTHORIZED SIGNER]
[ENTITY NAME]

Date: _________________________________

REGISTERED AGENT

I, the undersigned, hereby consent to serve as registered agent and certify that the information provided is true and correct.

________________________________________
[REGISTERED AGENT NAME]
[✔ IF ENTITY AGENT, ADD TITLE]

Physical Address: _______________________
Mailing Address (if different): ___________

Date: _________________________________

NOTARIZATION (Optional but recommended for evidentiary purposes)

State of Washington )
County of ___________ ) ss.

On this ____ day of _____________ , 20___, before me, the undersigned Notary Public, personally appeared ____________________________, proved to me on the basis of satisfactory evidence to be the individual(s) who executed the foregoing instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal.

________________________________________
Notary Public in and for the State of Washington
My Commission Expires: ________________