56-1a104. Registered office and resident agent.
56-1a104
56-1a104. Registered office and resident agent.(a) Each limited partnership shall have and maintain in the state of Kansas:
(1) A registered office, which may but need not be a place of its businessin the state of Kansas; and
(2) a resident agent for service of process on the limited partnershipat the registered office, which agent may be an individual or adomesticcorporation, domestic limited partnership, domestic limited liabilitycompany, a domestic business trust or a foreign corporation, limitedpartnership, limited liability company, business trust authorized to transactbusiness in this state or the limited partnership itself.
(b) A resident agent may change the address of the registered office ofthe limited partnerships for which the agent is resident agent to anotheraddress in the state of Kansas by paying a fee as set forth in K.S.A. 56-1a605and amendments thereto and filing with the secretary of state acertificate executedby the resident agent. The certificate shall set forth the names of allthe limited partnerships represented by the resident agent and the addressat which the resident agent has maintained the registered office for eachof such limited partnerships and shall certify the new address to whicheach such registered office willbe changed on a given day and at which new address the resident agent willthereafter maintain the registered office for each of the limited partnershipsrecited in the certificate. Upon the filing of the certificate, the secretaryof state shall furnish to the resident agent a certified copy of thecertificateand, until further change of address as authorized by law, the registeredoffice in the state of Kansas of each limited partnership recited in thecertificate shall be located at the new address of the resident agent thereofas given in the certificate. Filing of the certificate shall be deemed tobe an amendment of the certificate of limited partnership of each limitedpartnership affected thereby, and each such limited partnership shall notbe required to take any further action with respect thereto to amend itscertificate of limited partnership under K.S.A. 56-1a152 and amendmentsthereto. Any resident agentfiling a certificate under this section shall promptly, upon such filing,deliver a copy of the certificate to each limited partnership affected thereby.The resident agent shall furnish the secretary of state one additional copyof the certificate for each limited partnership affected. Whenever the locationof a resident agent's office is moved to another room or suite within thesame structure and the change is reported in writing to the secretary ofstate, the secretary of state shall charge no fee for recording such changeon the appropriate records on file with the secretary of state.
(c) The resident agent of one or more limited partnerships may resignand appoint a successor resident agent by paying the fee required by K.S.A.56-1a605 and amendments thereto and filing a certificatewith the secretary of state,stating that the resident agent resigns and the name and address of thesuccessor resident agent. There shall be attached to the certificate astatement executed by each affected limited partnership ratifying and approvingsuchchange of resident agent. Upon the filing, the successor resident agentshall become the residentagent of the limited partnerships that have ratified and approved thesubstitutionand the successor resident agent's address, as stated in the certificate,shall become the address of each such limited partnership's registered officein the state of Kansas. Filing of the certificate of resignation shall bedeemed to be an amendment of the certificate of limited partnership of eachlimited partnership affected thereby, and each such limited partnershipshall not be required to take any further action with respect thereto toamend its certificate of limited partnership under K.S.A. 56-1a152 andamendments thereto. Theresident agent shall furnish the secretary of state one additional copyof the certificate for each limited partnership affected.
(d) The resident agent of one or more limited partnerships may resignwithout appointing a successor resident agent by paying the fee requiredby K.S.A. 56-1a605 and amendments thereto and filing a certificate with thesecretaryof state stating that the resident agent resigns as resident agent for thelimited partnerships that are identified in the certificate, but theresignation shall not become effective until 60 days after the certificate isfiled.There shall be attached to the certificate an affidavit, that at least 30days prior to the date of the filing of the certificate, notice of the resignationof the resident agent was sent by certified or registered mail to each limitedpartnership for which the resident agent is resigning as resident agent.The affidavit shall be sworn to by the resident agent, if an individual,or the president, a vice-president or the secretary of the resident agent,if a corporation. The affidavit shall state that the notice was sent tothe principal office of each of the limited partnership within or outsidethe state of Kansas, if known to the resident agent or, if not, to the lastknown address of the attorney or other individual at whose request the residentagent was appointed for the limited partnership. After receipt of the noticeof the resignationof its resident agent, the limited partnership for which the resident agentwas acting shall obtain and designate a new resident agent, to take theplace of the resident agent resigning. If a limited partnership fails toobtain and designate a new resident agent within 60 days after the filingby the resident agent of the certificate of resignation, the certificateof that limited partnership shall be considered canceled.After the resignation of the resident agent shall have become effectiveas provided in this section and if no new resident agent shall have beenobtained and designated in the time and manner aforesaid, service of legalprocess against the limited partnership for which the resigned residentagent had been acting shall thereafter be upon the secretary of state inaccordance with K.S.A. 60-304 and amendments thereto.
(e) If a domestic limited partnership's resident agent dies or moves fromthe registered office, the limited partnership shall designate and certifyto the secretary of state the name of another resident agent within 30 daysof the death or move. If no new resident agent is designated, the serviceof legal process on the limited partnership may be made as prescribed inK.S.A. 60-304 and amendments thereto. If any domestic limited partnershipfails to designate a new resident agent as required by this subsection,the secretary of state, after giving 30 days' notice of the intended action,may declare the limited partnership certificate canceled.
History: L. 1983, ch. 88, § 4;L. 1988, ch. 195, § 3;L. 2007, ch. 81, § 11; July 1.