REGISTERED AGENT APPOINTMENT AND CHANGE AGREEMENT

(State of Wisconsin)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Wisconsin Statement of Change of Registered Agent and/or Registered Office
Exhibit B – Registered Agent’s Written Consent (Standalone)

I. DOCUMENT HEADER

A. Parties
1. “[Company]”: [Full Legal Name of Corporation/LLC], a Wisconsin ☐ corporation ☐ limited liability company, WI DFI Entity ID No. [___] (the “Company”).
2. “[Registered Agent]”: [Full Legal Name of Agent] (the “Registered Agent”).

B. Effective Date: [Month • Day • Year] (the “Effective Date”).

C. Recitals
WHEREAS, the Company is required under Wis. Stat. § 180.0501 or § 183.0105, as applicable, to maintain a registered agent and a registered office in the State of Wisconsin;
WHEREAS, the Company desires to (i) change its registered agent and/or registered office or (ii) designate an initial registered agent and registered office; and
WHEREAS, the Registered Agent is willing to serve subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound, the parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below:

“Business Court” means the Wisconsin Circuit Court—Commercial Docket or any successor court designated to hear business-related disputes.
“Change Filing” means the Statement of Change of Registered Agent and/or Registered Office attached as Exhibit A.
“Registered Office” means the street address in the State of Wisconsin listed in Section III(B).
“State Corporate Law” means Wis. Stat. ch. 180 (for corporations) or Wis. Stat. ch. 183 (for LLCs), together with all regulations promulgated thereunder.

III. OPERATIVE PROVISIONS

A. Appointment. The Company hereby appoints the Registered Agent, and the Registered Agent hereby accepts such appointment, to act as the Company’s registered agent in the State of Wisconsin pursuant to State Corporate Law.

B. Registered Office. Effective as of the Effective Date, the Company’s registered office shall be:

[Street Address (No P.O. Box)]
[City], Wisconsin [ZIP]

C. Filing Obligations.
1. Preparation & Execution. The Company shall prepare and execute, or cause to be executed, the Change Filing in the form of Exhibit A.
2. Submission. The Company shall timely submit the Change Filing, together with all required fees, to the Wisconsin Department of Financial Institutions (“DFI”).
3. Confirmation. Upon acceptance by DFI, the Company shall deliver a filed-stamped copy to the Registered Agent within five (5) Business Days.

D. Term. The appointment continues until (i) replaced pursuant to State Corporate Law, (ii) resignation of the Registered Agent in accordance with Section VI(B), or (iii) termination of the Company’s legal existence.

IV. REPRESENTATIONS & WARRANTIES

A. By the Company. The Company represents and warrants that:
1. Authority. It is duly organized, validly existing, and in good standing under the laws of the State of Wisconsin.
2. Corporate Power. It has full power and authority to execute and deliver this Agreement and to effect the Change Filing.
3. Approvals. All internal approvals (e.g., board or member resolutions) required for the appointment have been obtained.

B. By the Registered Agent. The Registered Agent represents and warrants that:
1. Eligibility. The Registered Agent satisfies the eligibility criteria under Wis. Stat. § 180.0501(1) or § 183.0105(1), as applicable.
2. Office Co-Location. The Registered Agent’s business office address is identical to the Registered Office.
3. Consent. The Registered Agent has executed the written consent attached hereto as Exhibit B (unless the consent’s signature appears directly on Exhibit A).

C. Survival. The representations and warranties in this Section IV survive the termination of this Agreement for a period of two (2) years.

V. COVENANTS & RESTRICTIONS

A. Registered Agent Covenants. The Registered Agent shall:
1. Forwarding. Promptly forward to the Company’s designated contact any process, notice, or demand served on the Company at the Registered Office.
2. Recordkeeping. Maintain accurate records of all such service for no fewer than seven (7) years.
3. Address Maintenance. Maintain the Registered Office at the address specified in Section III(B) and promptly notify the Company of any required change thereto.

B. Company Covenants. The Company shall:
1. Fee Reimbursement. Reimburse the Registered Agent within thirty (30) days for any statutory fees advanced on the Company’s behalf.
2. Information Updates. Provide written notice to the Registered Agent of any change in the Company’s principal office address, legal name, or contact information within ten (10) Business Days.

VI. DEFAULT & REMEDIES

A. Events of Default—Company. The following constitute defaults by the Company:
1. Failure to reimburse fees within the period specified in Section V(B)(1).
2. Failure to maintain good standing with DFI for sixty (60) consecutive days.

B. Resignation—Registered Agent. The Registered Agent may resign by delivering a statement of resignation to DFI in accordance with Wis. Stat. § 180.0503 or § 183.0107, as applicable, with simultaneous written notice to the Company (the “Resignation Notice”).

C. Remedies.
1. Cure Period. Upon an Event of Default, the Company shall have thirty (30) days from receipt of written notice to cure.
2. Suspension. If the Company fails to cure, the Registered Agent may suspend services until cured.
3. Attorney Fees. The prevailing party in any action to enforce this Agreement is entitled to reasonable attorney fees and costs.

VII. RISK ALLOCATION

Each party’s aggregate liability under this Agreement is limited to direct damages actually incurred, excluding consequential or punitive damages.

VIII. DISPUTE RESOLUTION

A. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict-of-laws principles.

B. Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the Wisconsin Business Court (or, if unavailable, the state courts situated in Dane County, Wisconsin) for any dispute arising out of or relating to this Agreement or the services provided hereunder.

C. Alternative Dispute Resolution. Arbitration is not applicable unless expressly agreed to by the parties in a separate writing.

IX. GENERAL PROVISIONS

A. Amendments. No amendment or waiver is effective unless in writing and signed by both parties.
B. Assignment. Neither party may assign its rights or delegate its obligations without the prior written consent of the other, except that the Company may assign to a successor entity in connection with a merger or conversion.
C. Severability. If any provision is held invalid, the remaining provisions remain in full force.
D. Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, oral or written.
E. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures delivered electronically shall be deemed originals for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[COMPANY NAME]
By: _______________________________
Name: [___]
Title: [Authorized Officer/Manager]

Date: _____________________________

[REGISTERED AGENT NAME]
By: _______________________________
Name: [___]
Title/Capacity: ☐ Individual ☐ Authorized Representative

Date: _____________________________

EXHIBIT A

STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE
(State of Wisconsin – Wis. Stat. § 180.0502 or § 183.0106)

1. Exact name of ☐ Corporation ☐ LLC: _________________________________
2. Current registered agent name: ______________________________________
3. Current registered office street address (no P.O. Box): ________________
   City _________________ WI Zip _________
4. New registered agent name: _________________________________________
5. New registered office street address (no P.O. Box): ___________________
   City _________________ WI Zip _________
6. Effective date (check one):
   ☐ Upon filing ☐ Other: ___________________ (must be ≤ 90 days after filing)
7. Execution:
   By: _____________________________________ Date: ______________
   Name/Title: _______________________________

CONSENT OF NEW REGISTERED AGENT
I, ____________________________________, hereby consent to serve as registered agent and confirm that my business office is identical to the registered office listed above.
Signature: ______________________________ Date: ______________

EXHIBIT B

REGISTERED AGENT’S WRITTEN CONSENT
(Use this standalone form only if consent is not included on Exhibit A.)

The undersigned hereby consents to serve as registered agent for [Company Name] effective as of the Effective Date and confirms that the undersigned’s business office address is identical to the Company’s registered office address listed in Section III(B) of the Agreement.

[REGISTERED AGENT NAME]

Signature: ______________________________
Name: __________________________________
Title/Capacity: ☐ Individual ☐ Authorized Representative

Date: _____________________________