Registered agent and registered office--procedure for changing,filed by limited partnership, filed by registered agent--effectivewhen--failure to maintain, effect.
359.041. 1. Each limited partnership shall continuously maintain inthis state:
(1) A registered office which may be, but need not be, a place of itsbusiness in this state; and
(2) A registered agent for service of process on the limitedpartnership, which agent may be either an individual, resident in thisstate, whose business office is identical with such registered office, or adomestic corporation or a foreign corporation authorized to do business inthis state, whose business office is identical with such registered office.
2. A limited partnership may from time to time change the address ofits registered office. A limited partnership shall change its registeredagent if the office of registered agent shall become vacant for any reason,if its registered agent becomes disqualified or incapacitated to act, or ifthe limited partnership revokes the appointment of its registered agent. Alimited partnership may change the address of its registered office orchange its registered agent, or both, by filing in the office of thesecretary of state, on a form approved by the secretary of state, astatement setting forth:
(1) The name of the limited partnership;
(2) The address, including street and number, if any, of its thenregistered 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 tobe changed;
(4) The name of its then registered agent;
(5) If its registered agent be changed, the name of its successorregistered agent and the successor registered agent's written consent tothe appointment either on the statement or attached thereto;
(6) That the address of its registered office and the address of thebusiness 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 limitedpartnership by a general partner, and delivered to the secretary of state.The execution of such a statement by a general partner constitutes anaffirmation under the penalties of section 575.040, RSMo, that the factsstated therein are true. If the secretary of state finds that suchstatement conforms to the provisions of this chapter, the secretary ofstate shall file the same, keeping the original and returning the othercopy to the limited partnership or to its representative.
4. The change of address of the registered office, or the change ofthe registered agent, or both, as the case may be, shall become effectiveupon the filing of such statement by the secretary of state. The locationor residence of any limited partnership shall be deemed for all purposes tobe in the county where its registered office is maintained.
5. If a registered agent changes the street address of his businessoffice, he may change the street address of the registered office of anylimited partnership for which he is the registered agent by notifying thelimited partnership in writing of the change and signing, either manuallyor in facsimile, and delivering to the secretary of state for filing astatement of change that complies with the requirements of subsection 2 ofthis section and recites that the limited partnership has been notified ofthe change. The change of address of the registered office shall becomeeffective upon the filing of the statement to the secretary of state.
6. In the event that a limited partnership shall fail to appoint ormaintain a registered agent in this state, then the secretary of state, aslong as such default exists, shall be automatically appointed as an agentof such limited partnership upon whom any process, notice, or demandrequired or permitted by law to be served upon the limited partnership maybe served. Service on the secretary of state of any process, notice ordemand against a limited partnership shall be made by delivering to andleaving with the secretary of state, or with any clerk having charge of thelimited partnership department of the secretary of state's office, a copyof 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 shallimmediately cause a copy thereof to be forwarded by registered mail,addressed to the limited partnership at its registered office in thisstate. Nothing herein contained shall limit or affect the right to serveany process, notice, or demand required or permitted by law to be servedupon a limited partnership in any other manner now or hereafter permittedby law.
Registered agent and registered office--procedure for changing,filed by limited partnership, filed by registered agent--effectivewhen--failure to maintain, effect.
359.041. 1. Each limited partnership shall continuously maintain inthis state:
(1) A registered office which may be, but need not be, a place of itsbusiness in this state; and
(2) A registered agent for service of process on the limitedpartnership, which agent may be either an individual, resident in thisstate, whose business office is identical with such registered office, or adomestic corporation or a foreign corporation authorized to do business inthis state, whose business office is identical with such registered office.
2. A limited partnership may from time to time change the address ofits registered office. A limited partnership shall change its registeredagent if the office of registered agent shall become vacant for any reason,if its registered agent becomes disqualified or incapacitated to act, or ifthe limited partnership revokes the appointment of its registered agent. Alimited partnership may change the address of its registered office orchange its registered agent, or both, by filing in the office of thesecretary of state, on a form approved by the secretary of state, astatement setting forth:
(1) The name of the limited partnership;
(2) The address, including street and number, if any, of its thenregistered 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 tobe changed;
(4) The name of its then registered agent;
(5) If its registered agent be changed, the name of its successorregistered agent and the successor registered agent's written consent tothe appointment either on the statement or attached thereto;
(6) That the address of its registered office and the address of thebusiness 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 limitedpartnership by a general partner, and delivered to the secretary of state.The execution of such a statement by a general partner constitutes anaffirmation under the penalties of section 575.040, RSMo, that the factsstated therein are true. If the secretary of state finds that suchstatement conforms to the provisions of this chapter, the secretary ofstate shall file the same, keeping the original and returning the othercopy to the limited partnership or to its representative.
4. The change of address of the registered office, or the change ofthe registered agent, or both, as the case may be, shall become effectiveupon the filing of such statement by the secretary of state. The locationor residence of any limited partnership shall be deemed for all purposes tobe in the county where its registered office is maintained.
5. If a registered agent changes the street address of his businessoffice, he may change the street address of the registered office of anylimited partnership for which he is the registered agent by notifying thelimited partnership in writing of the change and signing, either manuallyor in facsimile, and delivering to the secretary of state for filing astatement of change that complies with the requirements of subsection 2 ofthis section and recites that the limited partnership has been notified ofthe change. The change of address of the registered office shall becomeeffective upon the filing of the statement to the secretary of state.
6. In the event that a limited partnership shall fail to appoint ormaintain a registered agent in this state, then the secretary of state, aslong as such default exists, shall be automatically appointed as an agentof such limited partnership upon whom any process, notice, or demandrequired or permitted by law to be served upon the limited partnership maybe served. Service on the secretary of state of any process, notice ordemand against a limited partnership shall be made by delivering to andleaving with the secretary of state, or with any clerk having charge of thelimited partnership department of the secretary of state's office, a copyof 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 shallimmediately cause a copy thereof to be forwarded by registered mail,addressed to the limited partnership at its registered office in thisstate. Nothing herein contained shall limit or affect the right to serveany process, notice, or demand required or permitted by law to be servedupon a limited partnership in any other manner now or hereafter permittedby law.
Registered agent and registered office--procedure for changing,filed by limited partnership, filed by registered agent--effectivewhen--failure to maintain, effect.
359.041. 1. Each limited partnership shall continuously maintain inthis state:
(1) A registered office which may be, but need not be, a place of itsbusiness in this state; and
(2) A registered agent for service of process on the limitedpartnership, which agent may be either an individual, resident in thisstate, whose business office is identical with such registered office, or adomestic corporation or a foreign corporation authorized to do business inthis state, whose business office is identical with such registered office.
2. A limited partnership may from time to time change the address ofits registered office. A limited partnership shall change its registeredagent if the office of registered agent shall become vacant for any reason,if its registered agent becomes disqualified or incapacitated to act, or ifthe limited partnership revokes the appointment of its registered agent. Alimited partnership may change the address of its registered office orchange its registered agent, or both, by filing in the office of thesecretary of state, on a form approved by the secretary of state, astatement setting forth:
(1) The name of the limited partnership;
(2) The address, including street and number, if any, of its thenregistered 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 tobe changed;
(4) The name of its then registered agent;
(5) If its registered agent be changed, the name of its successorregistered agent and the successor registered agent's written consent tothe appointment either on the statement or attached thereto;
(6) That the address of its registered office and the address of thebusiness 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 limitedpartnership by a general partner, and delivered to the secretary of state.The execution of such a statement by a general partner constitutes anaffirmation under the penalties of section 575.040, RSMo, that the factsstated therein are true. If the secretary of state finds that suchstatement conforms to the provisions of this chapter, the secretary ofstate shall file the same, keeping the original and returning the othercopy to the limited partnership or to its representative.
4. The change of address of the registered office, or the change ofthe registered agent, or both, as the case may be, shall become effectiveupon the filing of such statement by the secretary of state. The locationor residence of any limited partnership shall be deemed for all purposes tobe in the county where its registered office is maintained.
5. If a registered agent changes the street address of his businessoffice, he may change the street address of the registered office of anylimited partnership for which he is the registered agent by notifying thelimited partnership in writing of the change and signing, either manuallyor in facsimile, and delivering to the secretary of state for filing astatement of change that complies with the requirements of subsection 2 ofthis section and recites that the limited partnership has been notified ofthe change. The change of address of the registered office shall becomeeffective upon the filing of the statement to the secretary of state.
6. In the event that a limited partnership shall fail to appoint ormaintain a registered agent in this state, then the secretary of state, aslong as such default exists, shall be automatically appointed as an agentof such limited partnership upon whom any process, notice, or demandrequired or permitted by law to be served upon the limited partnership maybe served. Service on the secretary of state of any process, notice ordemand against a limited partnership shall be made by delivering to andleaving with the secretary of state, or with any clerk having charge of thelimited partnership department of the secretary of state's office, a copyof 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 shallimmediately cause a copy thereof to be forwarded by registered mail,addressed to the limited partnership at its registered office in thisstate. Nothing herein contained shall limit or affect the right to serveany process, notice, or demand required or permitted by law to be servedupon a limited partnership in any other manner now or hereafter permittedby law.
