Section: 358.0440 Registration as a limited liability partnership--renewals--withdrawal of registration--amendment--revocation, effect--fees--false statements, penalty--foreign partnership requirements. RSMO 358.440


Published: 2015

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Missouri Revised Statutes













Chapter 358

Uniform Partnership Law

←358.430

Section 358.440.1

358.450→

August 28, 2015

Registration as a limited liability partnership--renewals--withdrawal of registration--amendment--revocation, effect--fees--false statements, penalty--foreign partnership requirements.

358.440. 1. To register as a limited liability partnership pursuant

to this section, a written application shall be filed with the office of

the secretary of state. The application shall set forth:



(1) The name of the partnership;



(2) The address of a registered office and the name and address of a

registered agent for service of process required to be maintained by

section 358.470;



(3) The number of partners in the partnership at the date of

application;



(4) A brief statement of the principal business in which the

partnership engages;



(5) That the partnership thereby applies for registration as a

registered limited liability partnership; and



(6) Any other information the partnership determines to include in

the application.



2. The application shall be signed on behalf of the partnership by a

majority of the partners or by one or more partners authorized by a

majority in interest of the partners to sign the application on behalf of

the partnership.



3. The application shall be accompanied by a fee payable to the

secretary of state of twenty-five dollars for each partner of the

partnership, but the fee shall not exceed one hundred dollars. All moneys

from the payment of this fee shall be deposited into the general revenue

fund.



4. A person who files a document according to this section as an

agent or fiduciary need not exhibit evidence of the partner's authority as

a prerequisite to filing. Any signature on such document may be a

facsimile. If the secretary of state finds that the filing conforms to

law, the secretary of state shall:



(1) Endorse on the copy the word "Filed" and the month, day and year

of the filing;



(2) File the original in the secretary of state's office; and



(3) Return the copy to the person who filed it or to the person's

representative.



5. A partnership becomes a registered limited liability partnership

on the date of the filing in the office of the secretary of state of an

application that, as to form, meets the requirements of subsections 1 and 2

of this section and that is accompanied by the fee specified in subsection

3 of this section, or at any later time specified in the application.



6. An initial application filed under subsection 1 of this section by

a partnership registered by the secretary of state as a limited liability

partnership expires one year after the date of registration unless earlier

withdrawn or revoked or unless renewed in accordance with subsection 9 of

this section.



7. If a person is included in the number of partners of a registered

limited liability partnership set forth in an application, a renewal

application or a certificate of amendment of an application or a renewal

application, the inclusion of such person shall not be admissible as

evidence in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, for the purpose of determining whether

such person is liable as a partner of such registered limited liability

partnership. The status of a partnership as a registered limited liability

partnership and the liability of a partner of such registered limited

liability partnership shall not be adversely affected if the number of

partners stated in an application, a renewal application or a certificate

of amendment of an application or a renewal application is erroneously

stated provided that the application, renewal application or certificate of

amendment of an application or a renewal application was filed in good

faith.



8. Any person who files an application or a renewal application in

the office of the secretary of state pursuant to this section shall not be

required to file any other documents pursuant to chapter 417 which requires

filing for fictitious names.



9. An effective registration may be renewed before its expiration by

filing in duplicate with the secretary of state an application containing

current information of the kind required in an initial application,

including the registration number as assigned by the secretary of state.

The renewal application shall be accompanied by a fee of one hundred

dollars on the date of renewal plus, if the renewal increases the number of

partners, fifty dollars for each partner added, but the fee shall not

exceed two hundred dollars. All moneys from such fees shall be deposited

into the general revenue fund. A renewal application filed under this

section continues an effective registration for one year after the date the

effective registration would otherwise expire.



10. A registration may be withdrawn by filing with the secretary of

state a written withdrawal notice signed on behalf of the partnership by a

majority of the partners or by one or more partners authorized by a

majority of the partners to sign the notice on behalf of the partnership.

A withdrawal notice shall include the name of the partnership, the date of

registration of the partnership's last application under this section, and

a current street address of the partnership's principal office in this

state or outside the state, as applicable. A withdrawal notice terminates

the registration of the partnership as a limited liability partnership as

of the date of filing the notice in the office of the secretary of state.

The withdrawal notice shall be accompanied by a filing fee of twenty

dollars.



11. If a partnership that has registered pursuant to this section

ceases to be registered as provided in subsection 6 or 10 of this section,

that fact shall not affect the status of the partnership as a registered

limited liability partnership prior to the date the partnership ceased to

be registered pursuant to this section.



12. A document filed under this section may be amended or corrected

by filing with the secretary of state articles of amendment, signed by a

majority of the partners or by one or more partners authorized by a

majority of the partners. The articles of amendment shall contain:



(1) The name of the partnership;



(2) The identity of the document being amended;



(3) The part of the document being amended; and



(4) The amendment or correction.





The articles of amendment shall be accompanied by a filing fee of twenty

dollars plus, if the amendment increases the number of partners, fifty

dollars for each partner added, but the fee shall not exceed two hundred

dollars; provided that no amendment of an application or a renewal

application is required as a result of a change after the application or

renewal application is filed in the number of partners of the registered

limited liability partnership or in the business in which the registered

limited liability partnership engages. All moneys from such fees shall be

deposited into the general revenue fund. The status of a partnership as a

registered limited liability partnership shall not be affected by changes

after the filing of an application or a renewal application in the

information stated in the application or renewal application.



13. No later than ninety days after the happening of any of the

following events, an amendment to an application or a renewal application

reflecting the occurrence of the event or events shall be executed and

filed by a majority in interest of the partners or by one or more partners

authorized by a majority of the partners to execute an amendment to the

application or renewal application:



(1) A change in the name of the registered limited liability

partnership;



(2) Except as provided in subsections 2 and 3 of section 358.470, a

change in the address of the registered office or a change in the name or

address of the registered agent of the registered limited liability

partnership.



14. Unless otherwise provided in this chapter or in the certificate

of amendment of an application or a renewal application, a certificate of

amendment of an application or a renewal application or a withdrawal notice

of an application or a renewal application shall be effective at the time

of its filing with the secretary of state.



15. The secretary of state may provide forms for the application

specified in subsection 1 of this section, the renewal application

specified in subsection 9 of this section, the withdrawal notice specified

in subsection 10 of this section, and the amendment or correction specified

in subsection 12 of this section.



16. The secretary of state may remove from its active records the

registration of a partnership whose registration has been withdrawn,

revoked or has expired.



17. The secretary of state may revoke the filing of a document filed

under this section if the secretary of state determines that the filing fee

for the document was paid by an instrument that was dishonored when

presented by the state for payment. The secretary of state shall return

the document and give notice of revocation to the filing party by regular

mail. Failure to give or receive notice does not invalidate the

revocation. A revocation of a filing does not affect an earlier filing.



18. If any person signs a document required or permitted to be filed

pursuant to sections 358.440 to 358.500 which the person knows is false in

any material respect with the intent that the document be delivered on

behalf of a partnership to the secretary of state for filing, such person

shall be guilty of a class A misdemeanor. Unintentional errors in the

information set forth in an application filed pursuant to subsection 1 of

this section, or changes in the information after the filing of the

application, shall not affect the status of a partnership as a registered

limited liability partnership.



19. Before transacting business in this state, a foreign registered

limited liability partnership shall:



(1) Comply with any statutory or administrative registration or

filing requirements governing the specific type of business in which the

partnership is engaged; and



(2) Register as a limited liability partnership as provided in this

section by filing an application which shall, in addition to the other

matters required to be set forth in such application, include a statement:



(a) That the secretary is irrevocably appointed the agent of the

foreign limited liability partnership for service of process if the limited

liability partnership fails to maintain a registered agent in this state or

if the agent cannot be found or served with the exercise of reasonable

diligence; and



(b) Of the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign limited liability

partnership.



20. A partnership that registers as a limited liability partnership

shall not be deemed to have dissolved as a result thereof and is for all

purposes the same partnership that existed before the registration and

continues to be a partnership under the laws of this state. If a

registered limited liability partnership dissolves, a partnership which is

a successor to such registered limited liability partnership and which

intends to be a registered limited liability partnership shall not be

required to file a new registration and shall be deemed to have filed any

documents required or permitted under this chapter which were filed by the

predecessor partnership.



21. Fees mandated in subsection 3 of this section shall be waived if

a general partner of the partnership is a member of the Missouri National

Guard or any other active duty military, resides in the state of Missouri,

and provides proof of such service to the secretary of state.



(L. 1995 H.B. 558, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004

H.B. 1664, A.L. 2014 S.B. 600)





2004

1997



2004



358.440. 1. To register as a limited liability partnership pursuant to

this section, a written application shall be filed with the office of the

secretary of state. The application shall set forth:



(1) The name of the partnership;



(2) The address of a registered office and the name and address of a

registered agent for service of process required to be maintained by section

358.470;



(3) The number of partners in the partnership at the date of

application;



(4) A brief statement of the principal business in which the partnership

engages;



(5) That the partnership thereby applies for registration as a

registered limited liability partnership; and



(6) Any other information the partnership determines to include in the

application.



2. The application shall be signed on behalf of the partnership by a

majority of the partners or by one or more partners authorized by a majority

in interest of the partners to sign the application on behalf of the

partnership.



3. The application shall be accompanied by a fee payable to the secretary

of state of twenty-five dollars for each partner of the partnership, but the

fee shall not exceed one hundred dollars. All moneys from the payment of this

fee shall be deposited into the general revenue fund.



4. A person who files a document according to this section as an agent or

fiduciary need not exhibit evidence of the partner's authority as a

prerequisite to filing. Any signature on such document may be a facsimile.

If the secretary of state finds that the filing conforms to law, the secretary

of state shall:



(1) Endorse on the copy the word "Filed" and the month, day and year of

the filing;



(2) File the original in the secretary of state's office; and



(3) Return the copy to the person who filed it or to the person's

representative.



5. A partnership becomes a registered limited liability partnership on

the date of the filing in the office of the secretary of state of an

application that, as to form, meets the requirements of subsections 1 and 2 of

this section and that is accompanied by the fee specified in subsection 3 of

this section, or at any later time specified in the application.



6. An initial application filed under subsection 1 of this section by a

partnership registered by the secretary of state as a limited liability

partnership expires one year after the date of registration unless earlier

withdrawn or revoked or unless renewed in accordance with subsection 9 of this

section.



7. If a person is included in the number of partners of a registered

limited liability partnership set forth in an application, a renewal

application or a certificate of amendment of an application or a renewal

application, the inclusion of such person shall not be admissible as evidence

in any action, suit or proceeding, whether civil, criminal, administrative or

investigative, for the purpose of determining whether such person is liable as

a partner of such registered limited liability partnership. The status of a

partnership as a registered limited liability partnership and the liability of

a partner of such registered limited liability partnership shall not be

adversely affected if the number of partners stated in an application, a

renewal application or a certificate of amendment of an application or a

renewal application is erroneously stated provided that the application,

renewal application or certificate of amendment of an application or a renewal

application was filed in good faith.



8. Any person who files an application or a renewal application in the

office of the secretary of state pursuant to this section shall not be

required to file any other documents pursuant to chapter 417 which requires

filing for fictitious names.



9. An effective registration may be renewed before its expiration by

filing in duplicate with the secretary of state an application containing

current information of the kind required in an initial application, including

the registration number as assigned by the secretary of state. The renewal

application shall be accompanied by a fee of one hundred dollars on the date

of renewal plus, if the renewal increases the number of partners, fifty

dollars for each partner added, but the fee shall not exceed two hundred

dollars. All moneys from such fees shall be deposited into the general

revenue fund. A renewal application filed under this section continues an

effective registration for one year after the date the effective registration

would otherwise expire.



10. A registration may be withdrawn by filing with the secretary of

state a written withdrawal notice signed on behalf of the partnership by a

majority of the partners or by one or more partners authorized by a majority

of the partners to sign the notice on behalf of the partnership. A withdrawal

notice shall include the name of the partnership, the date of registration of

the partnership's last application under this section, and a current street

address of the partnership's principal office in this state or outside the

state, as applicable. A withdrawal notice terminates the registration of the

partnership as a limited liability partnership as of the date of filing the

notice in the office of the secretary of state. The withdrawal notice shall

be accompanied by a filing fee of twenty dollars.



11. If a partnership that has registered pursuant to this section ceases

to be registered as provided in subsection 6 or 10 of this section, that fact

shall not affect the status of the partnership as a registered limited

liability partnership prior to the date the partnership ceased to be

registered pursuant to this section.



12. A document filed under this section may be amended or corrected by

filing with the secretary of state articles of amendment, signed by a majority

of the partners or by one or more partners authorized by a majority of the

partners. The articles of amendment shall contain:



(1) The name of the partnership;



(2) The identity of the document being amended;



(3) The part of the document being amended; and



(4) The amendment or correction.

The articles of amendment shall be accompanied by a filing fee of twenty

dollars plus, if the amendment increases the number of partners, fifty dollars

for each partner added, but the fee shall not exceed two hundred dollars;

provided that no amendment of an application or a renewal application is

required as a result of a change after the application or renewal application

is filed in the number of partners of the registered limited liability

partnership or in the business in which the registered limited liability

partnership engages. All moneys from such fees shall be deposited into the

general revenue fund. The status of a partnership as a registered limited

liability partnership shall not be affected by changes after the filing of an

application or a renewal application in the information stated in the

application or renewal application.



13. No later than ninety days after the happening of any of the

following events, an amendment to an application or a renewal application

reflecting the occurrence of the event or events shall be executed and filed

by a majority in interest of the partners or by one or more partners

authorized by a majority of the partners to execute an amendment to the

application or renewal application:



(1) A change in the name of the registered limited liability

partnership;



(2) Except as provided in subsections 2 and 3 of section 358.470, a

change in the address of the registered office or a change in the name or

address of the registered agent of the registered limited liability

partnership.



14. Unless otherwise provided in this chapter or in the certificate of

amendment of an application or a renewal application, a certificate of

amendment of an application or a renewal application or a withdrawal notice of

an application or a renewal application shall be effective at the time of its

filing with the secretary of state.



15. The secretary of state may provide forms for the application

specified in subsection 1 of this section, the renewal application specified

in subsection 9 of this section, the withdrawal notice specified in subsection

10 of this section, and the amendment or correction specified in subsection 12

of this section.



16. The secretary of state may remove from its active records the

registration of a partnership whose registration has been withdrawn, revoked

or has expired.



17. The secretary of state may revoke the filing of a document filed

under this section if the secretary of state determines that the filing fee

for the document was paid by an instrument that was dishonored when presented

by the state for payment. The secretary of state shall return the document

and give notice of revocation to the filing party by regular mail. Failure to

give or receive notice does not invalidate the revocation. A revocation of a

filing does not affect an earlier filing.



18. If any person signs a document required or permitted to be filed

pursuant to sections 358.440 to 358.500 which the person knows is false in any

material respect with the intent that the document be delivered on behalf of a

partnership to the secretary of state for filing, such person shall be guilty

of a class A misdemeanor. Unintentional errors in the information set forth

in an application filed pursuant to subsection 1 of this section, or changes

in the information after the filing of the application, shall not affect the

status of a partnership as a registered limited liability partnership.



19. Before transacting business in this state, a foreign registered

limited liability partnership shall:



(1) Comply with any statutory or administrative registration or filing

requirements governing the specific type of business in which the partnership

is engaged; and



(2) Register as a limited liability partnership as provided in this

section by filing an application which shall, in addition to the other matters

required to be set forth in such application, include a statement:



(a) That the secretary is irrevocably appointed the agent of the foreign

limited liability partnership for service of process if the limited liability

partnership fails to maintain a registered agent in this state or if the agent

cannot be found or served with the exercise of reasonable diligence; and



(b) Of the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if not

so required, of the principal office of the foreign limited liability

partnership.



20. A partnership that registers as a limited liability partnership

shall not be deemed to have dissolved as a result thereof and is for all

purposes the same partnership that existed before the registration and

continues to be a partnership under the laws of this state. If a registered

limited liability partnership dissolves, a partnership which is a successor to

such registered limited liability partnership and which intends to be a

registered limited liability partnership shall not be required to file a new

registration and shall be deemed to have filed any documents required or

permitted under this chapter which were filed by the predecessor partnership.



1997



358.440. 1. To register as a limited liability partnership pursuant

to this section, a written application shall be filed in duplicate with the

office of the secretary of state. The application shall set forth:



(1) The name of the partnership;



(2) The address of a registered office and the name and address of a

registered agent for service of process required to be maintained by

section 358.470;



(3) The number of partners in the partnership at the date of

application;



(4) A brief statement of the principal business in which the

partnership engages;



(5) That the partnership thereby applies for registration as a

registered limited liability partnership; and



(6) Any other information the partnership determines to include in

the application.



2. The application shall be signed on behalf of the partnership by a

majority of the partners or by one or more partners authorized by a

majority in interest of the partners to sign the application on behalf of

the partnership.



3. The application shall be accompanied by a fee payable to the

secretary of state of twenty-five dollars for each partner of the

partnership, but the fee shall not exceed one hundred dollars. All moneys

from the payment of this fee shall be deposited into the general revenue

fund.



4. A person who files a document according to this section as an

agent or fiduciary need not exhibit evidence of the partner's authority as

a prerequisite to filing. Any signature on such document may be a

facsimile. If the secretary of state finds that the filing conforms to

law, the secretary of state shall:



(1) Endorse on each copy the word "Filed" and the month, day and year

of the filing;



(2) File the original in the secretary of state's office; and



(3) Return the other copy to the person who filed it or to the

person's representative.



5. A partnership becomes a registered limited liability partnership

on the date of the filing in the office of the secretary of state of an

application that, as to form, meets the requirements of subsections 1 and 2

of this section and that is accompanied by the fee specified in subsection

3 of this section, or at any later time specified in the application.



6. An initial application filed under subsection 1 of this section by

a partnership registered by the secretary of state as a limited liability

partnership expires one year after the date of registration unless earlier

withdrawn or revoked or unless renewed in accordance with subsection 9 of

this section.



7. If a person is included in the number of partners of a registered

limited liability partnership set forth in an application, a renewal

application or a certificate of amendment of an application or a renewal

application, the inclusion of such person shall not be admissible as

evidence in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, for the purpose of determining whether

such person is liable as a partner of such registered limited liability

partnership. The status of a partnership as a registered limited liability

partnership and the liability of a partner of such registered limited

liability partnership shall not be adversely affected if the number of

partners stated in an application, a renewal application or a certificate

of amendment of an application or a renewal application is erroneously

stated provided that the application, renewal application or certificate of

amendment of an application or a renewal application was filed in good

faith.



8. Any person who files an application or a renewal application in

the office of the secretary of state pursuant to this section shall not be

required to file any other documents pursuant to chapter 417, RSMo, which

requires filing for fictitious names.



9. An effective registration may be renewed before its expiration by

filing in duplicate with the secretary of state an application containing

current information of the kind required in an initial application,

including the registration number as assigned by the secretary of state.

The renewal application shall be accompanied by a fee of one hundred

dollars on the date of renewal plus, if the renewal increases the number of

partners, fifty dollars for each partner added, but the fee shall not

exceed two hundred dollars. All moneys from such fees shall be deposited

into the general revenue fund. A renewal application filed under this

section continues an effective registration for one year after the date the

effective registration would otherwise expire.



10. A registration may be withdrawn by filing in duplicate with the

secretary of state a written withdrawal notice signed on behalf of the

partnership by a majority of the partners or by one or more partners

authorized by a majority of the partners to sign the notice on behalf of

the partnership. A withdrawal notice shall include the name of the

partnership, the date of registration of the partnership's last application

under this section, and a current street address of the partnership's

principal office in this state or outside the state, as applicable. A

withdrawal notice terminates the registration of the partnership as a

limited liability partnership as of the date of filing the notice in the

office of the secretary of state. The withdrawal notice shall be

accompanied by a filing fee of twenty dollars.



11. If a partnership that has registered pursuant to this section

ceases to be registered as provided in subsection 6 or 10 of this section,

that fact shall not affect the status of the partnership as a registered

limited liability partnership prior to the date the partnership ceased to

be registered pursuant to this section.



12. A document filed under this section may be amended or corrected

by filing in duplicate with the secretary of state articles of amendment,

signed by a majority of the partners or by one or more partners authorized

by a majority of the partners. The articles of amendment shall contain:



(1) The name of the partnership;



(2) The identity of the document being amended;



(3) The part of the document being amended; and



(4) The amendment or correction.





The articles of amendment shall be accompanied by a filing fee of twenty

dollars plus, if the amendment increases the number of partners, fifty

dollars for each partner added, but the fee shall not exceed two hundred

dollars; provided that no amendment of an application or a renewal

application is required as a result of a change after the application or

renewal application is filed in the number of partners of the registered

limited liability partnership or in the business in which the registered

limited liability partnership engages. All moneys from such fees shall be

deposited into the general revenue fund. The status of a partnership as a

registered limited liability partnership shall not be affected by changes

after the filing of an application or a renewal application in the

information stated in the application or renewal application.



13. No later than ninety days after the happening of any of the

following events, an amendment to an application or a renewal application

reflecting the occurrence of the event or events shall be executed and

filed by a majority in interest of the partners or by one or more partners

authorized by a majority of the partners to execute an amendment to the

application or renewal application:



(1) A change in the name of the registered limited liability

partnership;



(2) Except as provided in subsections 2 and 3 of section 358.470, a

change in the address of the registered office or a change in the name or

address of the registered agent of the registered limited liability

partnership.



14. Unless otherwise provided in this chapter or in the certificate

of amendment of an application or a renewal application, a certificate of

amendment of an application or a renewal application or a withdrawal notice

of an application or a renewal application shall be effective at the time

of its filing with the secretary of state.



15. The secretary of state may provide forms for the application

specified in subsection 1 of this section, the renewal application

specified in subsection 9 of this section, the withdrawal notice specified

in subsection 10 of this section, and the amendment or correction specified

in subsection 12 of this section.



16. The secretary of state may remove from its active records the

registration of a partnership whose registration has been withdrawn,

revoked or has expired.



17. The secretary of state may revoke the filing of a document filed

under this section if the secretary of state determines that the filing fee

for the document was paid by an instrument that was dishonored when

presented by the state for payment. The secretary of state shall return

the document and give notice of revocation to the filing party by regular

mail. Failure to give or receive notice does not invalidate the

revocation. A revocation of a filing does not affect an earlier filing.



18. If any person signs a document required or permitted to be filed

pursuant to sections 358.440 to 358.500 which the person knows is false in

any material respect with the intent that the document be delivered on

behalf of a partnership to the secretary of state for filing, such person

shall be guilty of a class A misdemeanor. Unintentional errors in the

information set forth in an application filed pursuant to subsection 1 of

this section, or changes in the information after the filing of the

application, shall not affect the status of a partnership as a registered

limited liability partnership.



19. Before transacting business in this state, a foreign registered

limited liability partnership shall:



(1) Comply with any statutory or administrative registration or

filing requirements governing the specific type of business in which the

partnership is engaged; and



(2) Register as a limited liability partnership as provided in this

section by filing an application which shall, in addition to the other

matters required to be set forth in such application, include a statement:



(a) That the secretary is irrevocably appointed the agent of the

foreign limited liability partnership for service of process if the limited

liability partnership fails to maintain a registered agent in this state or

if the agent cannot be found or served with the exercise of reasonable

diligence; and



(b) Of the address of the office required to be maintained in the

jurisdiction of its organization by the laws of that jurisdiction or, if

not so required, of the principal office of the foreign limited liability

partnership.



20. A partnership that registers as a limited liability partnership

shall not be deemed to have dissolved as a result thereof and is for all

purposes the same partnership that existed before the registration and

continues to be a partnership under the laws of this state. If a

registered limited liability partnership dissolves, a partnership which is

a successor to such registered limited liability partnership and which

intends to be a registered limited liability partnership shall not be

required to file a new registration and shall be deemed to have filed any

documents required or permitted under this chapter which were filed by the

predecessor partnership.



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