Section: 358.0470 Partnership must maintain an office and registered agent in state--change of office address or agent, procedure--fees--failure to appoint successor agent, cancellation of partnership. RSMO 358.470


Published: 2015

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Missouri Revised Statutes













Chapter 358

Uniform Partnership Law

←358.460

Section 358.470.1

358.480→

August 28, 2015

Partnership must maintain an office and registered agent in state--change of office address or agent, procedure--fees--failure to appoint successor agent, cancellation of partnership.

358.470. 1. Each registered limited liability partnership and each

foreign registered limited liability partnership shall have and maintain in

the state of Missouri:



(1) A registered office, which may, but need not be, a place of its

business in the state of Missouri; and



(2) A registered agent for service of process on the registered limited

liability partnership or foreign registered limited liability partnership,

which agent may be either an individual resident of the state of Missouri

whose business office is identical with the registered limited liability

partnership's or foreign registered limited liability partnership's registered

office, or a domestic corporation, or a foreign corporation authorized to do

business in the state of Missouri, having a business office identical with

such registered office or the registered limited liability partnership or

foreign registered limited liability partnership itself.



2. A registered agent may change the address of the registered office of

the registered limited liability partnerships or foreign registered limited

liability partnerships for which the agent is the registered agent to another

address in the state of Missouri by paying a fee in the amount of ten dollars,

and a further fee in the amount of two dollars for each registered limited

liability partnership or foreign registered limited liability partnership

affected thereby, to the secretary of state and filing with the secretary of

state a certificate, executed by such registered agent, setting forth the

names of all the registered limited liability partnerships or foreign

registered limited liability partnerships represented by such registered

agent, and the address at which such registered agent has maintained the

registered office for each of such registered limited liability partnerships

or foreign registered limited liability partnerships, and further certifying

to the new address to which such registered office will be changed on a given

day, and at which new address such registered agent will thereafter maintain

the registered office for each of the registered limited liability

partnerships or foreign registered limited liability partnerships recited in

the certificate. Upon the filing of such certificate, the secretary of state

shall furnish to the registered agent a certified copy of the same under the

secretary of state's hand and seal of office, and thereafter, or until further

change of address, as authorized by law, the registered office in the state of

Missouri of each of the registered limited liability partnerships or foreign

registered limited liability partnerships recited in the certificate shall be

located at the new address of the registered agent thereof as given in the

certificate. In the event of a change of name of any person acting as a

registered agent of a registered limited liability partnership or foreign

registered limited liability partnership, such registered agent shall file

with the secretary of state a certificate, executed by such registered agent,

setting forth the new name of such registered agent, the name of such

registered agent before it was changed, the names of all the registered

limited liability partnerships or foreign registered limited liability

partnerships represented by such registered agent, and the address at which

such registered agent has maintained the registered office for each of such

registered limited liability partnerships or foreign registered limited

liability partnerships, and shall pay a fee in the amount of twenty-five

dollars, and a further fee in the amount of two dollars for each registered

limited liability partnership or foreign registered limited liability

partnership affected thereby, to the secretary of state. Upon the filing of

such certificate, the secretary of state shall furnish to the registered agent

a certified copy of the same under the secretary of state's hand and seal of

office. Filing a certificate under this section shall be deemed to be an

amendment of the application, renewal application or notice filed pursuant to

subsection 19 of section 358.440, as the case may be, of each registered

limited liability partnership or foreign registered limited liability

partnership affected thereby, and each such registered limited liability

partnership or foreign registered limited liability partnership shall not be

required to take any further action with respect thereto to amend its

application, renewal application or notice filed, as the case may be, pursuant

to section 358.440.

Any registered agent filing a certificate under this section shall promptly,

upon such filing, deliver a copy of any such certificate to each registered

limited liability partnership or foreign registered limited liability

partnership affected thereby.



3. The registered agent of one or more registered limited liability

partnerships or foreign registered limited liability partnerships may resign

and appoint a successor registered agent by paying a fee in the amount of

fifty dollars, and a further fee in the amount of two dollars for each

registered limited liability partnership or foreign registered limited

liability partnership affected thereby, to the secretary of state and filing a

certificate with the secretary of state, stating that it resigns and the name

and address of the successor registered agent. There shall be attached to

such certificate a statement executed by each affected registered limited

liability partnership or foreign registered limited liability partnership

ratifying and approving such change of registered agent. Upon such filing,

the successor registered agent shall become the registered agent of such

registered limited liability partnerships or foreign registered limited

liability partnerships as have ratified and approved such substitution and the

successor registered agent's address, as stated in such certificate, shall

become the address of each such registered limited liability partnership's or

foreign registered limited liability partnership's registered office in the

state of Missouri. The secretary of state shall furnish to the successor

registered agent a certified copy of the certificate of resignation. Filing

of such certificate of resignation shall be deemed to be an amendment of the

application, renewal application or notice filed pursuant to subsection 19 of

section 358.440, as the case may be, of each registered limited liability

partnership or foreign registered limited liability partnership affected

thereby, and each such registered limited liability partnership or foreign

registered limited liability partnership shall not be required to take any

further action with respect thereto, to amend its application, renewal

application or notice filed pursuant to subsection 19 of section 358.440, as

the case may be, pursuant to section 358.440.



4. The registered agent of a registered limited liability partnership or

foreign registered limited liability partnership may resign without appointing

a successor registered agent by paying a fee in the amount of ten dollars to

the secretary of state and filing a certificate with the secretary of state

stating that it resigns as registered agent for the registered limited

liability partnership or foreign registered limited liability partnership

identified in the certificate, but such resignation shall not become effective

until one hundred twenty days after the certificate is filed. There shall be

attached to such certificate an affidavit of such registered agent, if an

individual, or the president, a vice president or the secretary thereof if a

corporation, that at least thirty days prior to and on or about the date of

the filing of the certificate, notices were sent by certified or registered

mail to the registered limited liability partnership or foreign registered

limited liability partnership for which such registered agent is resigning as

registered agent, at the principal office thereof within or outside the state

of Missouri, if known to such registered agent or, if not, to the last known

address of the attorney or other individual at whose request such registered

agent was appointed for such registered limited liability partnership or

foreign registered limited liability partnership, of the resignation of such

registered agent. After receipt of the notice of the resignation of its

registered agent, the registered limited liability partnership or foreign

registered limited liability partnership for which such registered agent was

acting shall obtain and designate a new registered agent, to take the place of

the registered agent so resigning. If such registered limited liability

partnership or foreign registered limited liability partnership fails to

obtain and designate a new registered agent prior to the expiration of the

period of one hundred twenty days after the filing by the registered agent of

the certificate of resignation, the application, renewal application or notice

filed pursuant to subsection 19 of section 358.440 of such registered limited

liability partnership or foreign registered limited liability partnership

shall be deemed to be cancelled.



(L. 1995 H.B. 558)







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