Registered office and registered agent of foreign corporation.

(1) Each foreign corporation authorized to transact business in this state must continuously maintain in this state:

     (a) A registered office which may be, but need not be, the same as its place of business in this state. The registered office shall be at a specific geographic location in this state, and be identified by number, if any, and street, building address, or rural route, or, if a commonly known street or rural route address does not exist, by legal description. A registered office may not be identified by post office box number or other nongeographic address. For purposes of communicating by mail, the secretary of state may permit the use of a post office address in the same city as the registered office to be used in conjunction with the registered office address if the corporation also maintains on file the specific geographic address of the registered office where personal service of process may be made.

     (b) A registered agent, who may be:

     (i) An individual who resides in this state and whose business office is identical with the registered office;

     (ii) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office;

     (iii) A foreign corporation or foreign not-for-profit corporation authorized to transact business or conduct affairs in this state whose business office is identical with the registered office;

     (iv) A domestic limited liability company whose business office is identical with the registered office; or

     (v) A foreign limited liability company authorized to conduct affairs in this state whose business office is identical with the registered office.

     (2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be filed with the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual, corporation, or limited liability company has been appointed agent without consent, that person, corporation, or limited liability company may file a notarized statement attesting to that fact, and the name shall forthwith be removed from the records.

[2002 c 297 § 43; 1989 c 165 § 175.]

Registered office and registered agent of foreign corporation.