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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

previous next Effective - 28 Aug 1998bottom

  351.375.  Change of address of registered office or agent, how made. — 1.  A corporation may from time to time change the address of its registered office.  A corporation shall change its registered agent if the office of registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapacitated to act, or if the corporation revokes the appointment of its registered agent.  A corporation may change the address of its registered office or change its registered agent, or both, by filing in the office of the secretary of state a statement setting forth:

  (1)  The name of the corporation;

  (2)  The address, including street and number, if any, of its then registered office;

  (3)  If the address of its registered office be changed, the address, including street and number, if any, to which the registered office is to be changed;

  (4)  The name of its then registered agent;

  (5)  If its registered agent be changed, the name of its successor registered agent and the successor registered agent's written consent to the appointment either on the statement or attached thereto;

  (6)  That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical;

  (7)  That such change was authorized by resolution duly adopted by the board of directors.

  2.  The change of address of the registered office, or the change of the registered agent, or both, as the case may be, shall become effective upon the filing of such statements by the secretary of state.  The location or residence of any corporation shall be deemed for all purposes to be in the county where its registered office is maintained.

  3.  If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subdivisions (1) to (6) of subsection 1 of this section and recites that the corporation has been notified of the change.  The change of address of the registered office shall become effective upon the filing of the statement to the secretary of state.

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(L. 1943 p. 410 § 10, A.L. 1965 p. 532, A.L. 1977 S.B. 115, A.L. 1983 S.B. 367, A.L. 1998 S.B. 844)

(1960) Venue in a suit against a foreign insurance company and an individual is governed by § 508.010 which provides that when there are several defendants and they reside in different counties, suit may be brought in any such county.  Section 351.375 has no application to foreign insurance companies.  State ex rel. Stamm v. Mayfield (Mo.), 340 S.W.2d 631.

(1962) Where individual and foreign business corporation were joined as co-defendants in action brought in Jackson County, venue was improper only as to individual defendant, a resident of Franklin County, since the corporation maintained its registered office and registered agent in St. Louis City although it maintained a general business office in Kansas City and did not object to venue.  State v. Jensen (Mo.), 359 S.W.2d 343.


---- end of effective   28 Aug 1998 ----

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