Powers and authority of secretary of state--examination of books andrecords--failure to exhibit, penalty--cancellation or disapprovalof certificate, when, notice, appeal in circuit court--petitionfor appeal, filed when--rescission of cancellation--late filingfees, penalty.
359.681. In addition to the power and authority given the secretaryof state by this chapter, the secretary of state or his designee shall havesuch further authority as is reasonably necessary to enable the secretaryof state to administer this chapter efficiently and to perform thesecretary of state's duties. This authority shall consist of, but is notlimited to, the following powers:
(1) (a) The power to examine the books and records of any limitedpartnership to which this chapter applies, and it shall be the duty of anygeneral partner or agent of such limited partnership to produce such booksand records for examination on demand of the secretary of state ordesignated employee; provided, that no person shall be subject to anycriminal prosecution on account of any matter or thing which may bedisclosed by the examination of any limited partnership books, or records,which they may produce or exhibit for examination; or on account of anymatter or thing concerning which they may make any voluntary and truthfulstatement in writing to the secretary of state, or designated employee.All facts obtained in the examination of the books and records of anylimited partnership, or through voluntary sworn statement of any partner,agent, or employee of any limited partnership, shall be treated asconfidential, except insofar as official duty may require the disclosure ofsame; or when such facts are material to any issue in any legal proceedingin which the secretary of state or designated employee may be a party orcalled as a witness, and, if the secretary of state or designated employeeshall, except as herein provided, disclose any information relative to theprivate accounts, affairs, and transactions of any such limitedpartnership, he shall be deemed guilty of a class C misdemeanor.
(b) If any general partner, or registered agent, of any such limitedpartnership shall refuse the demand of the secretary of state, ordesignated employee, to exhibit the books and records of such limitedpartnership for examination, he, or they, shall be deemed guilty of a classB misdemeanor.
(2) (a) The power to cancel or disapprove any certificate of limitedpartnership or other filing required under this chapter, if the limitedpartnership fails to comply with the provisions of this chapter by failingto file required documents under this chapter by failing to maintain aregistered agent, by failing to pay the required filing fees, by usingfraud or deception in effecting any filing, by filing a required documentcontaining a false statement, or by violating any section or sections ofthe criminal laws of Missouri, the federal government or any other state ofthe United States. Thirty days before such cancellation shall take effect,the secretary of state shall notify the limited partnership with writtennotice, either personally or by mail. If mailed, the notice shall bedeemed delivered five days after it is deposited in the United States mailin a sealed envelope addressed to such limited partnership's lastregistered agent and office or to one of the limited partnership's generalpartners. The written notice of the secretary of state's proposedcancellation to the limited partnership, domestic or foreign, will specifythe reasons for such action.
(b) The limited partnership may appeal this notice of proposedcancellation to the circuit court of the county in which the registeredoffice of such limited partnership is or is proposed to be situated byfiling with the clerk of such court a petition setting forth a copy of thecertificate of limited partnership or other relevant documents and a copyof the proposed written cancellation thereof by the secretary of state,such petition to be filed within thirty days after notice of suchcancellation shall have been given, and the matter shall be tried by thecourt, and the court shall either sustain the action of the secretary ofstate or direct him to take such action as the court may deem proper. Anappeal from the circuit court in such a case shall be allowed as in civilaction.
(c) The limited partnership may provide information to the secretaryof state that would allow the secretary of state to withdraw the notice ofproposed cancellation. This information may consist of, but need not belimited to, corrected statements and documents, new filings, affidavits andcertified copies of other filed documents.
(3) The power to rescind a cancellation provided for in subsection 2of this section upon compliance with either of the following:
(a) The affected limited partnership provides the necessary documentsand affidavits indicating the limited partnership has corrected theconditions causing the proposed cancellation or the cancellation;
(b) The limited partnership provides the correct statements ordocumentation that the limited partnership is not in violation of anysection of the criminal code.
(4) The power to charge late filing fees for any filing fee requiredunder this chapter. Late filing fees shall be assessed at a rate of tendollars for each thirty-day period of delinquency.
(5) (a) The power to administratively cancel a certificate oflimited partnership if the limited partnership's period of duration statedin the certificate of limited partnership expires.
(b) Not less than thirty days before such administrative cancellationshall take effect, the secretary of state shall notify the limitedpartnership with written notice, either personally or by mail. If mailed,the notice shall be deemed delivered five days after it is deposited in theUnited States mail in a sealed envelope addressed to such limitedpartnership's last registered agent and office or to one of the limitedpartnership's general partners.
(c) If the limited partnership does not timely file a certificate ofamendment in accordance with section 359.101 to extend the duration of thelimited partnership, which may be any number of years or perpetual, ordemonstrate to the reasonable satisfaction of the secretary of state thatthe period of duration determined by the secretary of state is incorrect,within sixty days after service of the notice is perfected by posting withthe United States Postal Service, then the secretary of state shall cancelthe certificate of limited partnership by signing a certificate ofadministrative cancellation that recites the grounds for cancellation andits effective date. The secretary of state shall file the original of thecertificate and serve a copy on the limited partnership as provided insection 359.141.
(d) A limited partnership whose certificate of limited partnershiphas been administratively cancelled continues its existence but may notcarry on any business except that necessary to wind up and liquidate itsbusiness and affairs under section 359.471 and notify claimants undersection 359.481.
(e) The administrative cancellation of a certificate of limitedpartnership does not terminate the authority of its registered agent.
(6) (a) The power to rescind an administrative cancellation andreinstate the certificate of limited partnership.
(b) Except as otherwise provided in the partnership agreement, alimited partnership whose certificate of limited partnership has beenadministratively cancelled under subdivision (5) of this section may file acertificate of amendment in accordance with section 359.101 to extend theduration of the limited partnership, which may be any number or perpetual.
(c) A limited partnership whose certificate of limited partnershiphas been administratively cancelled under subdivision (5) of this sectionmay apply to the secretary of state for reinstatement. The applicantshall:
a. Recite the name of the limited partnership and the effective dateof its administrative cancellation;
b. State that the grounds for cancellation either did not exist orhave been eliminated, as applicable, and be accompanied by documentationsatisfactory to the secretary of state evidencing the same;
c. State that the limited partnership's name satisfies therequirements of section 359.021;
d. Be accompanied by a reinstatement fee in the amount of one hundreddollars, or such greater amount as required by state regulation, plus anydelinquent fees, penalties, and other charges as determined by thesecretary of state to then be due.
(d) If the secretary of state determines that the applicationcontains the information and is accompanied by the fees required inparagraph (c) of this subdivision and that the information and fees arecorrect, the secretary of state shall rescind the certificate ofadministrative cancellation and prepare a certificate of reinstatement thatrecites his or her determination and the effective date of reinstatement,file the original of the certificate, and serve a copy on the limitedpartnership as provided in section 359.141.
(e) When the reinstatement is effective, it shall relate back to andtake effect as of the effective date of the administrative cancellation ofthe certificate of limited partnership and the limited partnership maycontinue carrying on its business as if the administrative cancellation hadnever occurred.
(f) In the event the name of the limited partnership was reissued bythe secretary of state to another entity prior to the time application forreinstatement was filed, the limited partnership applying for reinstatementmay elect to reinstate using a new name that complies with the requirementsof section 359.021 and that has been approved by appropriate action of thelimited partnership for changing the name thereof.
(g) If the secretary of state denies a limited partnership'sapplication for reinstatement following administrative cancellation of thecertificate of limited partnership, he or she shall serve the limitedpartnership as provided in section 359.141 with a written notice thatexplains the reason or reasons for denial.
(h) The limited partnership may appeal a denial of reinstatement asprovided for in paragraph (b) of subdivision (2) of this section.
(7) Subdivision (6) of this section shall apply to any limitedpartnership whose certificate of limited partnership was cancelled becausesuch limited partnership's period of duration stated in the certificate oflimited partnership expired on or after August 28, 2003.
Powers and authority of secretary of state--examination of books andrecords--failure to exhibit, penalty--cancellation or disapprovalof certificate, when, notice, appeal in circuit court--petitionfor appeal, filed when--rescission of cancellation--late filingfees, penalty.
359.681. In addition to the power and authority given the secretaryof state by this chapter, the secretary of state or his designee shall havesuch further authority as is reasonably necessary to enable the secretaryof state to administer this chapter efficiently and to perform thesecretary of state's duties. This authority shall consist of, but is notlimited to, the following powers:
(1) (a) The power to examine the books and records of any limitedpartnership to which this chapter applies, and it shall be the duty of anygeneral partner or agent of such limited partnership to produce such booksand records for examination on demand of the secretary of state ordesignated employee; provided, that no person shall be subject to anycriminal prosecution on account of any matter or thing which may bedisclosed by the examination of any limited partnership books, or records,which they may produce or exhibit for examination; or on account of anymatter or thing concerning which they may make any voluntary and truthfulstatement in writing to the secretary of state, or designated employee.All facts obtained in the examination of the books and records of anylimited partnership, or through voluntary sworn statement of any partner,agent, or employee of any limited partnership, shall be treated asconfidential, except insofar as official duty may require the disclosure ofsame; or when such facts are material to any issue in any legal proceedingin which the secretary of state or designated employee may be a party orcalled as a witness, and, if the secretary of state or designated employeeshall, except as herein provided, disclose any information relative to theprivate accounts, affairs, and transactions of any such limitedpartnership, he shall be deemed guilty of a class C misdemeanor.
(b) If any general partner, or registered agent, of any such limitedpartnership shall refuse the demand of the secretary of state, ordesignated employee, to exhibit the books and records of such limitedpartnership for examination, he, or they, shall be deemed guilty of a classB misdemeanor.
(2) (a) The power to cancel or disapprove any certificate of limitedpartnership or other filing required under this chapter, if the limitedpartnership fails to comply with the provisions of this chapter by failingto file required documents under this chapter by failing to maintain aregistered agent, by failing to pay the required filing fees, by usingfraud or deception in effecting any filing, by filing a required documentcontaining a false statement, or by violating any section or sections ofthe criminal laws of Missouri, the federal government or any other state ofthe United States. Thirty days before such cancellation shall take effect,the secretary of state shall notify the limited partnership with writtennotice, either personally or by mail. If mailed, the notice shall bedeemed delivered five days after it is deposited in the United States mailin a sealed envelope addressed to such limited partnership's lastregistered agent and office or to one of the limited partnership's generalpartners. The written notice of the secretary of state's proposedcancellation to the limited partnership, domestic or foreign, will specifythe reasons for such action.
(b) The limited partnership may appeal this notice of proposedcancellation to the circuit court of the county in which the registeredoffice of such limited partnership is or is proposed to be situated byfiling with the clerk of such court a petition setting forth a copy of thecertificate of limited partnership or other relevant documents and a copyof the proposed written cancellation thereof by the secretary of state,such petition to be filed within thirty days after notice of suchcancellation shall have been given, and the matter shall be tried by thecourt, and the court shall either sustain the action of the secretary ofstate or direct him to take such action as the court may deem proper. Anappeal from the circuit court in such a case shall be allowed as in civilaction.
(c) The limited partnership may provide information to the secretaryof state that would allow the secretary of state to withdraw the notice ofproposed cancellation. This information may consist of, but need not belimited to, corrected statements and documents, new filings, affidavits andcertified copies of other filed documents.
(3) The power to rescind a cancellation provided for in subsection 2of this section upon compliance with either of the following:
(a) The affected limited partnership provides the necessary documentsand affidavits indicating the limited partnership has corrected theconditions causing the proposed cancellation or the cancellation;
(b) The limited partnership provides the correct statements ordocumentation that the limited partnership is not in violation of anysection of the criminal code.
(4) The power to charge late filing fees for any filing fee requiredunder this chapter. Late filing fees shall be assessed at a rate of tendollars for each thirty-day period of delinquency.
(5) (a) The power to administratively cancel a certificate oflimited partnership if the limited partnership's period of duration statedin the certificate of limited partnership expires.
(b) Not less than thirty days before such administrative cancellationshall take effect, the secretary of state shall notify the limitedpartnership with written notice, either personally or by mail. If mailed,the notice shall be deemed delivered five days after it is deposited in theUnited States mail in a sealed envelope addressed to such limitedpartnership's last registered agent and office or to one of the limitedpartnership's general partners.
(c) If the limited partnership does not timely file a certificate ofamendment in accordance with section 359.101 to extend the duration of thelimited partnership, which may be any number of years or perpetual, ordemonstrate to the reasonable satisfaction of the secretary of state thatthe period of duration determined by the secretary of state is incorrect,within sixty days after service of the notice is perfected by posting withthe United States Postal Service, then the secretary of state shall cancelthe certificate of limited partnership by signing a certificate ofadministrative cancellation that recites the grounds for cancellation andits effective date. The secretary of state shall file the original of thecertificate and serve a copy on the limited partnership as provided insection 359.141.
(d) A limited partnership whose certificate of limited partnershiphas been administratively cancelled continues its existence but may notcarry on any business except that necessary to wind up and liquidate itsbusiness and affairs under section 359.471 and notify claimants undersection 359.481.
(e) The administrative cancellation of a certificate of limitedpartnership does not terminate the authority of its registered agent.
(6) (a) The power to rescind an administrative cancellation andreinstate the certificate of limited partnership.
(b) Except as otherwise provided in the partnership agreement, alimited partnership whose certificate of limited partnership has beenadministratively cancelled under subdivision (5) of this section may file acertificate of amendment in accordance with section 359.101 to extend theduration of the limited partnership, which may be any number or perpetual.
(c) A limited partnership whose certificate of limited partnershiphas been administratively cancelled under subdivision (5) of this sectionmay apply to the secretary of state for reinstatement. The applicantshall:
a. Recite the name of the limited partnership and the effective dateof its administrative cancellation;
b. State that the grounds for cancellation either did not exist orhave been eliminated, as applicable, and be accompanied by documentationsatisfactory to the secretary of state evidencing the same;
c. State that the limited partnership's name satisfies therequirements of section 359.021;
d. Be accompanied by a reinstatement fee in the amount of one hundreddollars, or such greater amount as required by state regulation, plus anydelinquent fees, penalties, and other charges as determined by thesecretary of state to then be due.
(d) If the secretary of state determines that the applicationcontains the information and is accompanied by the fees required inparagraph (c) of this subdivision and that the information and fees arecorrect, the secretary of state shall rescind the certificate ofadministrative cancellation and prepare a certificate of reinstatement thatrecites his or her determination and the effective date of reinstatement,file the original of the certificate, and serve a copy on the limitedpartnership as provided in section 359.141.
(e) When the reinstatement is effective, it shall relate back to andtake effect as of the effective date of the administrative cancellation ofthe certificate of limited partnership and the limited partnership maycontinue carrying on its business as if the administrative cancellation hadnever occurred.
(f) In the event the name of the limited partnership was reissued bythe secretary of state to another entity prior to the time application forreinstatement was filed, the limited partnership applying for reinstatementmay elect to reinstate using a new name that complies with the requirementsof section 359.021 and that has been approved by appropriate action of thelimited partnership for changing the name thereof.
(g) If the secretary of state denies a limited partnership'sapplication for reinstatement following administrative cancellation of thecertificate of limited partnership, he or she shall serve the limitedpartnership as provided in section 359.141 with a written notice thatexplains the reason or reasons for denial.
(h) The limited partnership may appeal a denial of reinstatement asprovided for in paragraph (b) of subdivision (2) of this section.
(7) Subdivision (6) of this section shall apply to any limitedpartnership whose certificate of limited partnership was cancelled becausesuch limited partnership's period of duration stated in the certificate oflimited partnership expired on or after August 28, 2003.
Powers and authority of secretary of state--examination of books andrecords--failure to exhibit, penalty--cancellation or disapprovalof certificate, when, notice, appeal in circuit court--petitionfor appeal, filed when--rescission of cancellation--late filingfees, penalty.
359.681. In addition to the power and authority given the secretaryof state by this chapter, the secretary of state or his designee shall havesuch further authority as is reasonably necessary to enable the secretaryof state to administer this chapter efficiently and to perform thesecretary of state's duties. This authority shall consist of, but is notlimited to, the following powers:
(1) (a) The power to examine the books and records of any limitedpartnership to which this chapter applies, and it shall be the duty of anygeneral partner or agent of such limited partnership to produce such booksand records for examination on demand of the secretary of state ordesignated employee; provided, that no person shall be subject to anycriminal prosecution on account of any matter or thing which may bedisclosed by the examination of any limited partnership books, or records,which they may produce or exhibit for examination; or on account of anymatter or thing concerning which they may make any voluntary and truthfulstatement in writing to the secretary of state, or designated employee.All facts obtained in the examination of the books and records of anylimited partnership, or through voluntary sworn statement of any partner,agent, or employee of any limited partnership, shall be treated asconfidential, except insofar as official duty may require the disclosure ofsame; or when such facts are material to any issue in any legal proceedingin which the secretary of state or designated employee may be a party orcalled as a witness, and, if the secretary of state or designated employeeshall, except as herein provided, disclose any information relative to theprivate accounts, affairs, and transactions of any such limitedpartnership, he shall be deemed guilty of a class C misdemeanor.
(b) If any general partner, or registered agent, of any such limitedpartnership shall refuse the demand of the secretary of state, ordesignated employee, to exhibit the books and records of such limitedpartnership for examination, he, or they, shall be deemed guilty of a classB misdemeanor.
(2) (a) The power to cancel or disapprove any certificate of limitedpartnership or other filing required under this chapter, if the limitedpartnership fails to comply with the provisions of this chapter by failingto file required documents under this chapter by failing to maintain aregistered agent, by failing to pay the required filing fees, by usingfraud or deception in effecting any filing, by filing a required documentcontaining a false statement, or by violating any section or sections ofthe criminal laws of Missouri, the federal government or any other state ofthe United States. Thirty days before such cancellation shall take effect,the secretary of state shall notify the limited partnership with writtennotice, either personally or by mail. If mailed, the notice shall bedeemed delivered five days after it is deposited in the United States mailin a sealed envelope addressed to such limited partnership's lastregistered agent and office or to one of the limited partnership's generalpartners. The written notice of the secretary of state's proposedcancellation to the limited partnership, domestic or foreign, will specifythe reasons for such action.
(b) The limited partnership may appeal this notice of proposedcancellation to the circuit court of the county in which the registeredoffice of such limited partnership is or is proposed to be situated byfiling with the clerk of such court a petition setting forth a copy of thecertificate of limited partnership or other relevant documents and a copyof the proposed written cancellation thereof by the secretary of state,such petition to be filed within thirty days after notice of suchcancellation shall have been given, and the matter shall be tried by thecourt, and the court shall either sustain the action of the secretary ofstate or direct him to take such action as the court may deem proper. Anappeal from the circuit court in such a case shall be allowed as in civilaction.
(c) The limited partnership may provide information to the secretaryof state that would allow the secretary of state to withdraw the notice ofproposed cancellation. This information may consist of, but need not belimited to, corrected statements and documents, new filings, affidavits andcertified copies of other filed documents.
(3) The power to rescind a cancellation provided for in subsection 2of this section upon compliance with either of the following:
(a) The affected limited partnership provides the necessary documentsand affidavits indicating the limited partnership has corrected theconditions causing the proposed cancellation or the cancellation;
(b) The limited partnership provides the correct statements ordocumentation that the limited partnership is not in violation of anysection of the criminal code.
(4) The power to charge late filing fees for any filing fee requiredunder this chapter. Late filing fees shall be assessed at a rate of tendollars for each thirty-day period of delinquency.
(5) (a) The power to administratively cancel a certificate oflimited partnership if the limited partnership's period of duration statedin the certificate of limited partnership expires.
(b) Not less than thirty days before such administrative cancellationshall take effect, the secretary of state shall notify the limitedpartnership with written notice, either personally or by mail. If mailed,the notice shall be deemed delivered five days after it is deposited in theUnited States mail in a sealed envelope addressed to such limitedpartnership's last registered agent and office or to one of the limitedpartnership's general partners.
(c) If the limited partnership does not timely file a certificate ofamendment in accordance with section 359.101 to extend the duration of thelimited partnership, which may be any number of years or perpetual, ordemonstrate to the reasonable satisfaction of the secretary of state thatthe period of duration determined by the secretary of state is incorrect,within sixty days after service of the notice is perfected by posting withthe United States Postal Service, then the secretary of state shall cancelthe certificate of limited partnership by signing a certificate ofadministrative cancellation that recites the grounds for cancellation andits effective date. The secretary of state shall file the original of thecertificate and serve a copy on the limited partnership as provided insection 359.141.
(d) A limited partnership whose certificate of limited partnershiphas been administratively cancelled continues its existence but may notcarry on any business except that necessary to wind up and liquidate itsbusiness and affairs under section 359.471 and notify claimants undersection 359.481.
(e) The administrative cancellation of a certificate of limitedpartnership does not terminate the authority of its registered agent.
(6) (a) The power to rescind an administrative cancellation andreinstate the certificate of limited partnership.
(b) Except as otherwise provided in the partnership agreement, alimited partnership whose certificate of limited partnership has beenadministratively cancelled under subdivision (5) of this section may file acertificate of amendment in accordance with section 359.101 to extend theduration of the limited partnership, which may be any number or perpetual.
(c) A limited partnership whose certificate of limited partnershiphas been administratively cancelled under subdivision (5) of this sectionmay apply to the secretary of state for reinstatement. The applicantshall:
a. Recite the name of the limited partnership and the effective dateof its administrative cancellation;
b. State that the grounds for cancellation either did not exist orhave been eliminated, as applicable, and be accompanied by documentationsatisfactory to the secretary of state evidencing the same;
c. State that the limited partnership's name satisfies therequirements of section 359.021;
d. Be accompanied by a reinstatement fee in the amount of one hundreddollars, or such greater amount as required by state regulation, plus anydelinquent fees, penalties, and other charges as determined by thesecretary of state to then be due.
(d) If the secretary of state determines that the applicationcontains the information and is accompanied by the fees required inparagraph (c) of this subdivision and that the information and fees arecorrect, the secretary of state shall rescind the certificate ofadministrative cancellation and prepare a certificate of reinstatement thatrecites his or her determination and the effective date of reinstatement,file the original of the certificate, and serve a copy on the limitedpartnership as provided in section 359.141.
(e) When the reinstatement is effective, it shall relate back to andtake effect as of the effective date of the administrative cancellation ofthe certificate of limited partnership and the limited partnership maycontinue carrying on its business as if the administrative cancellation hadnever occurred.
(f) In the event the name of the limited partnership was reissued bythe secretary of state to another entity prior to the time application forreinstatement was filed, the limited partnership applying for reinstatementmay elect to reinstate using a new name that complies with the requirementsof section 359.021 and that has been approved by appropriate action of thelimited partnership for changing the name thereof.
(g) If the secretary of state denies a limited partnership'sapplication for reinstatement following administrative cancellation of thecertificate of limited partnership, he or she shall serve the limitedpartnership as provided in section 359.141 with a written notice thatexplains the reason or reasons for denial.
(h) The limited partnership may appeal a denial of reinstatement asprovided for in paragraph (b) of subdivision (2) of this section.
(7) Subdivision (6) of this section shall apply to any limitedpartnership whose certificate of limited partnership was cancelled becausesuch limited partnership's period of duration stated in the certificate oflimited partnership expired on or after August 28, 2003.
