STATEMENT OF CHANGE / DESIGNATION OF REGISTERED AGENT AND/OR REGISTERED OFFICE

(West Virginia Entity – Court-Ready Template)

[// GUIDANCE: This template is designed for use by a West Virginia corporation, limited liability company, limited partnership, or other domestic or foreign entity authorized to do business in West Virginia. It tracks the requirements of W. Va. Code § 31D-5-501 and § 31D-5-502 (for corporations) and their functional equivalents under W. Va. Code §§ 31B-1-108 & -111 (for LLCs). Customize bracketed language, delete inapplicable options, and attach any Secretary of State cover sheets then in effect.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies (Reserved)
7. Risk Allocation (Reserved)
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

STATEMENT OF CHANGE / DESIGNATION OF REGISTERED AGENT AND/OR REGISTERED OFFICE
Effective Date: [EFFECTIVE DATE]
Governing Law: West Virginia state corporate law (W. Va. Code ch. 31B, 31D, 31E, or 31G, as applicable)
Forum Selection: Exclusive jurisdiction in the West Virginia Business Court Division of the Circuit Court of [COUNTY], West Virginia

This Statement (“Statement”) is made by [LEGAL NAME OF ENTITY], a [STATE OF FORMATION] [corporation / limited liability company / limited partnership / other] (the “Company”).

Recitals
A. The Company is duly organized, existing, and in good standing under the laws of its state of formation and is authorized to transact business in West Virginia.
B. The Company desires to (i) designate a registered agent for service of process in the State of West Virginia, and/or (ii) change its existing registered agent and/or registered office, as permitted by applicable law.
C. This Statement is executed pursuant to, and in conformity with, W. Va. Code § 31D-5-502 (or the parallel provision applicable to the Company’s entity type).

2. DEFINITIONS

“Business Hours” means 9:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday, excluding West Virginia legal holidays.

“Registered Agent” means the individual or entity identified in Section 3.1 who is authorized and appointed to accept service of process on behalf of the Company pursuant to W. Va. Code § 31D-5-501.

“Registered Office” means the physical street address in the State of West Virginia identified in Section 3.2 at which the Registered Agent is located and where process may be served.

“Secretary of State” means the Office of the West Virginia Secretary of State.

3. OPERATIVE PROVISIONS

3.1 Designation / Change of Registered Agent.
 (a) The Company hereby designates as its Registered Agent:
  Name: [FULL LEGAL NAME OF NEW REGISTERED AGENT]
  Type: [Individual Resident of WV / WV-Authorized Business Entity]
 (b) The Registered Agent represents that he/she/it:
  (i) Is at least eighteen (18) years of age (if an individual);
  (ii) Maintains a physical street address in West Virginia (no P.O. boxes); and
  (iii) Is available at the Registered Office during Business Hours.

3.2 Designation / Change of Registered Office.
 Physical Street Address: [NUMBER, STREET, CITY, WV ZIP-CODE]
 Mailing Address (if different): [MAILING ADDRESS OR “N/A”]

3.3 Prior Registered Agent and/or Registered Office.
 Former Registered Agent (if any): [NAME OR “N/A”]
 Former Registered Office: [ADDRESS OR “N/A”]

3.4 Consent of Registered Agent.
 Pursuant to W. Va. Code § 31D-5-501(c), the person or entity named in Section 3.1 gives written consent to serve as Registered Agent by executing the Certificate of Consent in the Execution Block.

3.5 Filing & Effectiveness.
 (a) This Statement shall be delivered to the Secretary of State for filing together with all required state-prescribed forms and fees.
 (b) The changes effected hereby shall become effective (i) on the Effective Date stated above if accepted by the Secretary of State, or (ii) such later date as may be permitted by law and stated in any attached delayed-effective-date filing.

4. REPRESENTATIONS & WARRANTIES

4.1 Company Representations.
 (a) Authority. The execution and delivery of this Statement have been duly authorized by all necessary company action.
 (b) Accuracy. The information set forth herein is true, correct, and complete as of the Effective Date.
 (c) Good Standing. The Company is in good standing in its jurisdiction of formation and in West Virginia.

4.2 Registered Agent Representations.
 (a) Qualification. The Registered Agent satisfies all statutory qualifications under applicable West Virginia law.
 (b) Consent. The Registered Agent has executed the Certificate of Consent.
 (c) Availability. The Registered Agent will maintain regular presence at the Registered Office during Business Hours.

All representations and warranties survive the filing of this Statement for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Continuous Maintenance. The Company shall continuously maintain a qualified Registered Agent and Registered Office in the State of West Virginia as required by law.

5.2 Notice of Changes. The Company shall promptly file an amended statement with the Secretary of State upon any change to the information contained herein.

5.3 Record-Keeping. The Registered Agent shall retain, and make available to the Company upon request, evidence of any service of process received for a minimum of five (5) years.

6. DEFAULT & REMEDIES (RESERVED)

[// GUIDANCE: Typical contractual default provisions are not applicable to a statutory filing. Delete or leave “Reserved” as preferred.]

7. RISK ALLOCATION (RESERVED)

[// GUIDANCE: Indemnification and limitation-of-liability clauses are omitted because the metadata indicates they are not applicable.]

8. DISPUTE RESOLUTION

8.1 Governing Law. This Statement and any dispute directly or indirectly arising herefrom shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to conflicts-of-laws principles.

8.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the Business Court Division of the Circuit Court of [COUNTY], West Virginia, for any proceeding relating to this Statement or the duties of the Registered Agent. Each party waives any objection based on venue or forum non conveniens.

[Arbitration and jury-trial waiver provisions have been intentionally omitted pursuant to the provided metadata.]

9. GENERAL PROVISIONS

9.1 Amendment. This Statement may be amended only by filing an amended statement with the Secretary of State in compliance with applicable law.

9.2 Severability. If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

9.3 Integration. This Statement, together with any Secretary of State forms or attachments required by law, constitutes the entire agreement of the parties with respect to the subject matter hereof.

9.4 Electronic Signatures. Signatures transmitted by facsimile, .pdf, or compliant electronic signature platform shall be deemed original and binding.

9.5 Counterparts. This Statement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. EXECUTION BLOCK

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

10.1 COMPANY

______________________________
Name: [NAME OF AUTHORIZED SIGNATORY]
Title: [OFFICER/MANAGER/MEMBER]
On behalf of: [COMPANY NAME]

STATE OF ____________
COUNTY OF __________

Acknowledged before me on ____________, 20___ by ____________________, the [title] of [Company Name], who affirmed the foregoing in my presence.

______________________________
Notary Public
My commission expires: _____________

10.2 CERTIFICATE OF CONSENT OF REGISTERED AGENT

The undersigned hereby accepts the appointment as Registered Agent for [COMPANY NAME], confirms the accuracy of Sections 3.1 and 3.2, and agrees to comply with the obligations of a registered agent under West Virginia law.

______________________________
Signature of Registered Agent

Name: ________________________________
Title/Capacity: [Individual / Authorized Representative of Agent Entity]
Date: _________________, 20___

STATE OF WEST VIRGINIA
COUNTY OF __________

Subscribed and sworn before me on ____________, 20___ by ______________________, who acknowledged the same to be his/her/their voluntary act and deed.

______________________________
Notary Public
My commission expires: _____________

[// GUIDANCE:
1. File the executed Statement, the Registered Agent’s written consent, and any state-required cover sheet with the West Virginia Secretary of State, Business & Licensing Division, accompanied by the requisite filing fee (currently $25 for most entities).
2. Verify the Secretary of State’s current form numbers and electronic filing options; attach this Statement as “Supporting Documentation” if submitting through the WV One Stop Business Portal.
3. If changing the registered agent for multiple affiliated entities, complete and file a separate Statement for each entity or use any consolidated filing method the Secretary of State makes available.
4. Maintain a conformed copy in the Company’s minute book.
]