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Change of Agent Agreement

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CHANGE OF AGENT AGREEMENT

This Change of Agent Agreement (the Agreement) is made as of by and between Principal Name: , with principal address: (the Principal), and New Agent Name: , with address: (the Agent).

RECITALS

WHEREAS, Principal previously designated an agent for the receipt of notices, service of process, or other communications identified below, identified as Prior Agent: ; and

WHEREAS, Principal desires to revoke the appointment of Prior Agent and to appoint Agent as the Principal's new agent for the matters and purposes set forth in this Agreement; and

WHEREAS, Agent is willing to accept such appointment on the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT

Principal hereby appoints Agent, and Agent accepts appointment, to act on behalf of Principal as the agent for the receipt of notices, service of process, tax and regulatory communications, and other official correspondence as specifically identified in this Agreement (the Agent Duties). The scope of the Agent Duties shall be:

2. EFFECTIVE DATE AND TERM

The appointment of Agent shall be effective as of the Effective Date: , and shall continue until terminated in accordance with Section 7 of this Agreement.

3. REVOCATION OF PRIOR APPOINTMENT

Principal represents and warrants that Principal has authority to revoke the appointment of Prior Agent. Principal hereby revokes any prior appointment of Prior Agent with respect to the matters described in this Agreement effective as of the Effective Date, and Principal shall take any additional steps reasonably necessary to notify third parties of such revocation.

4. ACCEPTANCE; STANDARD OF CARE

Agent accepts the appointment and agrees to perform the Agent Duties in a commercially reasonable manner and in accordance with applicable law. Agent's duties are limited to those expressly set forth in this Agreement and do not include managerial or fiduciary duties beyond the scope expressly agreed to in writing.

5. AUTHORITY AND LIMITATIONS

Agent shall have authority only to accept delivery of process, notices, demands, or other communications as specified in this Agreement. Agent shall not have authority to bind Principal to contracts, incur obligations, or to exercise any powers other than receipt and forwarding of communications unless Principal grants express written authority to do so.

6. COMPENSATION AND EXPENSES

Principal shall pay Agent a fee for services as follows: Fee Amount: . Principal shall reimburse Agent for reasonable out-of-pocket expenses incurred in the performance of Agent Duties upon presentation of appropriate documentation.

7. TERMINATION

Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Termination shall not affect obligations or liabilities incurred prior to the effective date of termination, including obligations to pay fees and expenses incurred.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement to which it is a party or any applicable law or regulation.

9. INDEMNIFICATION

Principal shall indemnify, defend and hold harmless Agent and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the performance of Agent Duties, except to the extent caused by Agent's gross negligence or willful misconduct.

10. NOTICES

All notices, demands and communications under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section) and shall be deemed given upon delivery by hand, three days after deposit in the domestic mail, or one day after confirmed delivery by a national overnight courier.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be effective as original signatures.

15. ADDITIONAL TERMS

REPRESENTATIVE INFORMATION

Principal:

By:

Date:

Agent:

By:

Date:

Enter text✕

What a Change of Agent Agreement Is and When It’s Used

A Change of Agent Agreement is a written contract used to replace, appoint, or update an agent authorized to act on behalf of a principal for a defined scope of responsibilities. Common contexts include changing a registered agent for a business, substituting a tax or billing agent, or updating a property management representative. The agreement defines authority granted, effective date, duration, compensation (if any), and any limitations or duties. It creates a clear record of the transfer of authority and helps third parties verify who is authorized to receive notices or take actions on the principal’s behalf.

Why a Clear Change of Agent Agreement Matters

A formal agreement documents authority changes, reduces disputes, and notifies counterparties and regulators of the new agent. It preserves continuity of service and protects both principal and incoming agent by stating duties, effective date, and acceptance terms.

Why a Clear Change of Agent Agreement Matters

Who Typically Prepares and Signs These Agreements

Organizations and individuals use Change of Agent Agreements when agent roles must be updated formally for legal or operational reasons.

  • Small businesses and LLCs updating a registered agent or managing company notices.
  • Property owners or associations assigning property managers or leasing agents.
  • Corporations assigning tax, billing, or procurement agents to handle filings or payments.

Use the document to create an auditable change of authority and to provide notice to third parties, payers, and regulators.

Step-by-Step: How to Complete and Deliver the Agreement

Use this sequence to complete the agreement correctly, secure signatures, and communicate the change to relevant parties.

  • 01
    Prepare Document: Populate party names, scope, and effective date carefully.
  • 02
    Review Authority: Confirm corporate bylaws, operating agreements, or power of attorney permit the change.
  • 03
    Sign and Date: Collect signatures from authorized signatories, and notarize if required.
  • 04
    Notify Third Parties: Send copies to registries, payers, service providers, and internal teams.

Typical Workflow for a Change of Agent Agreement

A predictable workflow helps ensure legal effect and smooth transition for operational processes.

  • Drafting: Create or update the agreement template with current party details.
  • Internal Approval: Obtain approvals required by corporate governance or internal policy.
  • Execution: Signatures collected from principal and new agent, with witnesses or notary if needed.
  • Distribution: Provide executed copies to registries, banks, insurers, and counterparties.

Essential Sections to Include in a Professional Agreement

A well-structured Change of Agent Agreement reduces ambiguity. Include these essential sections to define authority, timing, and responsibilities clearly.

Parties

Full legal names and contact information for the principal and the incoming agent, including entity type and primary address for service.

Scope of Authority

Specific powers granted, any excluded powers, and whether authority is exclusive, limited, or revocable on notice.

Effective Date and Term

Exact effective date in MM/DD/YYYY format and whether authority continues until revoked or for a set term.

Acceptance by Agent

A clause where the agent confirms acceptance of duties and acknowledges any statutory obligations for service or filings.

Governing Law

Specify the state law governing interpretation and disputes; use the state with the strongest connection to the relationship.

Signatures and Notarization

Signature blocks for authorized signatories, dates, printed names, titles, and notary/witness lines if required by law.

Information to Protect and Verify Before Execution

Identity Verification: Confirm government ID
Entity Status: Confirm registration status
Authority Source: Check bylaws or POA
Contact Details: Verify mailing and email
Document Integrity: Use audit trail
Confidentiality: Redact sensitive data

Common Preparation Mistakes to Avoid

  • Using informal language that leaves scope ambiguous and invites disputes.
  • Failing to verify signatory authority against corporate records or power of attorney.
  • Omitting an effective date or using inconsistent date formats across copies.
  • Not notifying counterparties or registrars, leaving third parties unaware of the change.

Key Risks and Legal Consequences of Errors

Contractual Disputes: Invalid delegation risk
Service Rejections: Third parties may refuse invalid agent
Tax Exposure: Misfiled returns risk
Regulatory Penalties: Statutory fines possible
Liability Shift: Unclear liability allocation
Operational Delay: Payment or notice delays

Recommended Digital Workflow Settings

Configure your electronic workflow so roles, authentication, and final delivery are consistent with legal and operational requirements.

Field Configuration
Signer Authentication Email link or SMS code
Required Fields Agent name, effective date, scope
Notary Integration Enable RON where available
Final Delivery Auto-send PDF + audit trail

Digital Signing and Technical Considerations

Choose a platform that supports audit trails, secure storage, and the level of signer authentication you require.

  • File Formats: PDF, DOCX supported
  • Authentication: Email, SMS, KBA options
  • Integrations: CRM and storage connectors

Ensure the platform you use can produce a tamper-evident signed PDF and an audit log documenting signer identity and timestamps.

Timelines and Typical Processing Expectations

Processing timeframes vary by recipient. Plan for internal approvals, notarization (if required), and third-party update timelines when scheduling the change.

Internal Approval Time:

1–14 days depending on governance

Notarization Scheduling:

Same-day to one week typical

Regulatory Update:

Registrar may take 3–10 business days

Counterparty Acknowledgment:

Allow 7–30 days for processing

Banking/Payment Updates:

2–14 business days for account changes

Key Milestones from Draft to Full Effect

Track these sequential milestones to confirm the agent change completes and is acknowledged by all necessary parties.

01

Draft Finalized

Agreement completed with all blanks filled

02

Internal Sign-off

Governance approvals obtained

03

Execution

Signatures collected; notarization if needed

04

Third-Party Notice

Notice sent to registrars and counterparties

Real-World Examples of Change of Agent Use

These condensed examples show common scenarios and the practical effects of a properly executed agreement.

Property Management Change

A condominium board replaced its property manager to improve responsiveness and vendor oversight.

  • New manager received authority to accept notices and collect rents.
  • The executed agreement included property schedules and bank account update instructions, and the board notified tenants and the county recorder to ensure all parties recognized the new agent.

Registered Agent Update

An LLC appointed a commercial registered agent to streamline service of process.

  • Agent accepted statutory service responsibilities in writing.
  • The LLC filed the change with the Secretary of State, updated corporate records, and provided the agent’s contact to banks and insurers so legal notices would be reliably received.

Frequently Asked Questions About Change of Agent Agreements

Answers to common questions about legality, signatures, notarization, revocation, and notifying third parties.


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