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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