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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 359

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  359.041.  Registered agent and registered office — procedure for changing, filed by limited partnership, filed by registered agent — effective when — failure to maintain, effect. — 1.  Each limited partnership shall continuously maintain in this state:

  (1)  A registered office which may be, but need not be, a place of its business in this state; and

  (2)  A registered agent for service of process on the limited partnership, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a domestic corporation or a foreign corporation authorized to do business in this state, whose business office is identical with such registered office.

  2.  A limited partnership may from time to time change the address of its registered office.  A limited partnership 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 limited partnership revokes the appointment of its registered agent.  A limited partnership 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, on a form approved by the secretary of state, a statement setting forth:

  (1)  The name of the limited partnership;

  (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; and

  (7)  That such change was authorized by the limited partnership.

  3.  Such statement shall be executed in duplicate by the limited partnership by a general partner, and delivered to the secretary of state.  The execution of such a statement by a general partner constitutes an affirmation under the penalties of section 575.040 that the facts stated therein are true.  If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall file the same, keeping the original and returning the other copy to the limited partnership or to its representative.

  4.  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 statement by the secretary of state.  The location or residence of any limited partnership shall be deemed for all purposes to be in the county where its registered office is maintained.

  5.  If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership 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 subsection 2 of this section and recites that the limited partnership 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.

  6.  In the event that a limited partnership shall fail to appoint or maintain a registered agent in this state, then the secretary of state, as long as such default exists, shall be automatically appointed as an agent of such limited partnership upon whom any process, notice, or demand required or permitted by law to be served upon the limited partnership may be served.  Service on the secretary of state of any process, notice or demand against a limited partnership shall be made by delivering to and leaving with the secretary of state, or with any clerk having charge of the limited partnership department of the secretary of state's office, a copy of such process, notice or demand.  In the event that any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately cause a copy thereof to be forwarded by registered mail, addressed to the limited partnership at its registered office in this state.  Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited partnership in any other manner now or hereafter permitted by law.

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(L. 1985 H.B. 512 & 650, A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664)


---- end of effective   28 Aug 2004 ----

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