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Minnesota Legislature

Office of the Revisor of Statutes

322B.135 CHANGE OF REGISTERED OFFICE OR AGENT.

Subdivision 1.Statement.

A limited liability company may change its registered office, designate or change its registered agent, or state a change in the name of its registered agent, by filing with the secretary of state a statement containing:

(1) the name of the limited liability company;

(2) if the address of its registered office is to be changed, the new address of its registered office;

(3) if its registered agent is to be designated or changed, the name of its new registered agent;

(4) if the name of its registered agent is to be changed, the name of its registered agent as changed;

(5) a statement that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and

(6) a statement that the change of registered office or registered agent was authorized by resolution approved by the affirmative vote of a majority of the governors present.

Subd. 2.Resignation of agent.

A registered agent of a limited liability company may resign by filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the limited liability company at its principal executive office, or to a legal representative of the limited liability company. The appointment of the agent terminates 30 days after the notice is filed with the secretary of state.

Subd. 3.Change of business address or name of agent.

If the business address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as the case may be, of each limited liability company represented by that agent by filing with the secretary of state a statement as required in subdivision 1, except that it need be signed only by the registered agent, need not be responsive to clause (6), and must state that a copy of the statement has been mailed to each of those limited liability companies or to the legal representative of each of those limited liability companies.