358.470. 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.
Partnership must maintain an office and registered agent instate--change of office address or agent, procedure--fees--failure toappoint successor agent, cancellation of partnership.
358.470. 1. Each registered limited liability partnership and eachforeign registered limited liability partnership shall have and maintain inthe state of Missouri:
(1) A registered office, which may, but need not be, a place of itsbusiness in the state of Missouri; and
(2) A registered agent for service of process on the registeredlimited liability partnership or foreign registered limited liabilitypartnership, which agent may be either an individual resident of the stateof Missouri whose business office is identical with the registered limitedliability partnership's or foreign registered limited liabilitypartnership's registered office, or a domestic corporation, or a foreigncorporation authorized to do business in the state of Missouri, having abusiness office identical with such registered office or the registeredlimited liability partnership or foreign registered limited liabilitypartnership itself.
2. A registered agent may change the address of the registered officeof the registered limited liability partnerships or foreign registeredlimited liability partnerships for which the agent is the registered agentto another address in the state of Missouri by paying a fee in the amountof ten dollars, and a further fee in the amount of two dollars for eachregistered limited liability partnership or foreign registered limitedliability partnership affected thereby, to the secretary of state andfiling with the secretary of state a certificate, executed by suchregistered agent, setting forth the names of all the registered limitedliability partnerships or foreign registered limited liability partnershipsrepresented by such registered agent, and the address at which suchregistered agent has maintained the registered office for each of suchregistered limited liability partnerships or foreign registered limitedliability partnerships, and further certifying to the new address to whichsuch registered office will be changed on a given day, and at which newaddress such registered agent will thereafter maintain the registeredoffice for each of the registered limited liability partnerships or foreignregistered limited liability partnerships recited in the certificate. Uponthe filing of such certificate, the secretary of state shall furnish to theregistered agent a certified copy of the same under the secretary ofstate's hand and seal of office, and thereafter, or until further change ofaddress, as authorized by law, the registered office in the state ofMissouri of each of the registered limited liability partnerships orforeign registered limited liability partnerships recited in thecertificate shall be located at the new address of the registered agentthereof as given in the certificate. In the event of a change of name ofany person acting as a registered agent of a registered limited liabilitypartnership or foreign registered limited liability partnership, suchregistered agent shall file with the secretary of state a certificate,executed by such registered agent, setting forth the new name of suchregistered agent, the name of such registered agent before it was changed,the names of all the registered limited liability partnerships or foreignregistered limited liability partnerships represented by such registeredagent, and the address at which such registered agent has maintained theregistered office for each of such registered limited liabilitypartnerships or foreign registered limited liability partnerships, andshall pay a fee in the amount of twenty-five dollars, and a further fee inthe amount of two dollars for each registered limited liability partnershipor foreign registered limited liability partnership affected thereby, tothe secretary of state. Upon the filing of such certificate, the secretaryof state shall furnish to the registered agent a certified copy of the sameunder the secretary of state's hand and seal of office. Filing acertificate under this section shall be deemed to be an amendment of theapplication, renewal application or notice filed pursuant to subsection 19of section 358.440, as the case may be, of each registered limitedliability partnership or foreign registered limited liability partnershipaffected thereby, and each such registered limited liability partnership orforeign registered limited liability partnership shall not be required totake any further action with respect thereto to amend its application,renewal application or notice filed, as the case may be, pursuant tosection 358.440. Any registered agent filing a certificate under thissection shall promptly, upon such filing, deliver a copy of any suchcertificate to each registered limited liability partnership or foreignregistered limited liability partnership affected thereby.
3. The registered agent of one or more registered limited liabilitypartnerships or foreign registered limited liability partnerships mayresign and appoint a successor registered agent by paying a fee in theamount of fifty dollars, and a further fee in the amount of two dollars foreach registered limited liability partnership or foreign registered limitedliability partnership affected thereby, to the secretary of state andfiling a certificate with the secretary of state, stating that it resignsand the name and address of the successor registered agent. There shall beattached to such certificate a statement executed by each affectedregistered limited liability partnership or foreign registered limitedliability partnership ratifying and approving such change of registeredagent. Upon such filing, the successor registered agent shall become theregistered agent of such registered limited liability partnerships orforeign registered limited liability partnerships as have ratified andapproved such substitution and the successor registered agent's address, asstated in such certificate, shall become the address of each suchregistered limited liability partnership's or foreign registered limitedliability partnership's registered office in the state of Missouri. Thesecretary of state shall furnish to the successor registered agent acertified copy of the certificate of resignation. Filing of suchcertificate of resignation shall be deemed to be an amendment of theapplication, renewal application or notice filed pursuant to subsection 19of section 358.440, as the case may be, of each registered limitedliability partnership or foreign registered limited liability partnershipaffected thereby, and each such registered limited liability partnership orforeign registered limited liability partnership shall not be required totake any further action with respect thereto, to amend its application,renewal application or notice filed pursuant to subsection 19 of section358.440, as the case may be, pursuant to section 358.440.
4. The registered agent of a registered limited liability partnershipor foreign registered limited liability partnership may resign withoutappointing a successor registered agent by paying a fee in the amount often dollars to the secretary of state and filing a certificate with thesecretary of state stating that it resigns as registered agent for theregistered limited liability partnership or foreign registered limitedliability partnership identified in the certificate, but such resignationshall not become effective until one hundred twenty days after thecertificate is filed. There shall be attached to such certificate anaffidavit of such registered agent, if an individual, or the president, avice president or the secretary thereof if a corporation, that at leastthirty days prior to and on or about the date of the filing of thecertificate, notices were sent by certified or registered mail to theregistered limited liability partnership or foreign registered limitedliability partnership for which such registered agent is resigning asregistered agent, at the principal office thereof within or outside thestate of Missouri, if known to such registered agent or, if not, to thelast known address of the attorney or other individual at whose requestsuch registered agent was appointed for such registered limited liabilitypartnership or foreign registered limited liability partnership, of theresignation of such registered agent. After receipt of the notice of theresignation of its registered agent, the registered limited liabilitypartnership or foreign registered limited liability partnership for whichsuch registered agent was acting shall obtain and designate a newregistered agent, to take the place of the registered agent so resigning.If such registered limited liability partnership or foreign registeredlimited liability partnership fails to obtain and designate a newregistered agent prior to the expiration of the period of one hundredtwenty days after the filing by the registered agent of the certificate ofresignation, the application, renewal application or notice filed pursuantto subsection 19 of section 358.440 of such registered limited liabilitypartnership or foreign registered limited liability partnership shall bedeemed to be canceled.
(L. 1995 H.B. 558)