Text: H01274                            Text: H01276
Text: H01200 - H01299                   Text: H Index
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House Amendment 1275

Amendment Text

PAG LIN
  1  1    Amend the amendment, H-1273, to House File 642, as
  1  2 follows:
  1  3    #1.  Page 1, line 3, by inserting after the word
  1  4 "limited" the following:  "liability".
  1  5    #2.  Page 1, line 5, by inserting after the word
  1  6 "limited" the following:  "liability".
  1  7    #3.  Page 1, line 8, by inserting after the word
  1  8 "limited" the following:  "liability".
  1  9    #4.  Page 1, by inserting after line 46 the
  1 10 following:
  1 11    "#   .  Page 13, line 4, by striking the word "NEW"
  1 12 and inserting the following:  "NEW".
  1 13    #   .  Page 25, by inserting after line 2 the
  1 14 following:
  1 15    "Sec.    .  NEW SECTION.  487.810  GROUNDS FOR
  1 16 ADMINISTRATIVE DISSOLUTION.
  1 17    The secretary of state may commence a proceeding
  1 18 under section 487.811 to administratively dissolve a
  1 19 limited partnership if any of the following apply:
  1 20    1.  The limited partnership is without a registered
  1 21 agent or registered office in this state for sixty
  1 22 days or more.
  1 23    2.  The limited partnership does not notify the
  1 24 secretary of state within sixty days that its
  1 25 registered agent or registered office has been
  1 26 changed, that its registered agent has resigned, or
  1 27 that its registered office has been discontinued.
  1 28    Sec.    .  NEW SECTION.  487.811  PROCEDURE FOR AND
  1 29 EFFECT OF ADMINISTRATIVE DISSOLUTION.
  1 30    1.  If the secretary of state determines that one
  1 31 or more grounds exist under section 487.810 for
  1 32 dissolving a limited partnership, the secretary of
  1 33 state shall serve the limited partnership with written
  1 34 notice of the secretary of state's determination under
  1 35 section 487.104.
  1 36    2.  If the limited partnership does not correct
  1 37 each ground for dissolution or demonstrate to the
  1 38 reasonable satisfaction of the secretary of state that
  1 39 each ground determined by the secretary of state to
  1 40 exist does not exist within sixty days after service
  1 41 of the notice is perfected under section 487.104, the
  1 42 secretary of state shall administratively dissolve the
  1 43 limited partnership by signing a certificate of
  1 44 dissolution that recites the ground or grounds for
  1 45 dissolution and its effective date.  The secretary of
  1 46 state shall file the original of the certificate and
  1 47 serve a copy on the limited partnership under section
  1 48 487.104.
  1 49    3.  A limited partnership administratively
  1 50 dissolved continues its existence but shall not carry
  2  1 on any business except that necessary to wind up and
  2  2 liquidate its business and affairs under section
  2  3 487.803.
  2  4    4.  The administrative dissolution of a limited
  2  5 partnership does not terminate the authority of its
  2  6 registered agent.
  2  7    5.  The secretary of state's administrative
  2  8 dissolution of a limited partnership pursuant to this
  2  9 section appoints the secretary of state the limited
  2 10 partnership's agent for service of process in any
  2 11 proceeding based on a cause of action which arose
  2 12 during the time the limited partnership was authorized
  2 13 to transact business in this state.  Service of
  2 14 process on the secretary of state under this
  2 15 subsection is service on the limited partnership.
  2 16 Upon receipt of process, the secretary of state shall
  2 17 serve a copy of the process on the limited partnership
  2 18 as provided in section 487.104.  This subsection does
  2 19 not preclude service on the limited partnership's
  2 20 registered agent, if any.
  2 21    Sec.    .  NEW SECTION.  487.812  REINSTATEMENT
  2 22 FOLLOWING ADMINISTRATIVE DISSOLUTION.
  2 23    1.  A limited partnership administratively
  2 24 dissolved under section 487.811 may apply to the
  2 25 secretary of state for reinstatement within two years
  2 26 after the effective date of dissolution.  The
  2 27 application must meet all of the following
  2 28 requirements:
  2 29    a.  Recite the name of the limited partnership at
  2 30 its date of dissolution and the effective date of its
  2 31 administrative dissolution.
  2 32    b.  State that the ground or grounds for
  2 33 dissolution have been eliminated.
  2 34    c.  State a name that satisfies the requirements of
  2 35 section 487.102.
  2 36    2.  If the secretary of state determines that the
  2 37 application contains the information required by
  2 38 subsection 1, and that the information is correct, the
  2 39 secretary of state shall cancel the certificate of
  2 40 dissolution and prepare a certificate of reinstatement
  2 41 that recites the secretary of state's determination
  2 42 and the effective date of reinstatement, file the
  2 43 original of the certificate, and serve a copy on the
  2 44 limited partnership under section 487.104.  If the
  2 45 limited partnership's name in subsection 1, paragraph
  2 46 "c", is different than the limited partnership's name
  2 47 in subsection 1, paragraph "a", the certificate of
  2 48 reinstatement shall constitute an amendment to the
  2 49 articles of limited partnership insofar as it pertains
  2 50 to the limited partnership's name.
  3  1    3.  When the reinstatement is effective, it relates
  3  2 back to and takes effect as of the effective date of
  3  3 the administrative dissolution as if the
  3  4 administrative dissolution had never occurred.
  3  5    Sec.    .  NEW SECTION.  487.813  APPEAL FROM
  3  6 DENIAL OF REINSTATEMENT.
  3  7    1.  If the secretary of state denies a limited
  3  8 partnership's application for reinstatement following
  3  9 administrative dissolution, the secretary of state
  3 10 shall serve the limited partnership under section
  3 11 487.104 with a written notice that explains the reason
  3 12 or reasons for denial.
  3 13    2.  The limited partnership may appeal the denial
  3 14 of reinstatement to the district court within thirty
  3 15 days after service of the notice of denial is
  3 16 perfected.  The limited partnership appeals by
  3 17 petitioning the court to set aside the dissolution and
  3 18 attaching to the petition copies of the secretary of
  3 19 state's certificate of dissolution, the limited
  3 20 partnership's application for reinstatement, and the
  3 21 secretary of state's notice of denial.
  3 22    3.  The court may summarily order the secretary of
  3 23 state to reinstate the dissolved limited partnership
  3 24 or may take other action the court considers
  3 25 appropriate.
  3 26    4.  The court's final decision may be appealed as
  3 27 in other civil proceedings.""
  3 28    #5.  Page 1, line 49, by striking the figure
  3 29 "487.904" and inserting the following:  "487.905".
  3 30    #6.  Page 2, line 2, by striking the figure
  3 31 "487.904" and inserting the following:  "487.905".
  3 32    #7.  Page 2, by inserting after line 15 the
  3 33 following:
  3 34    "   .  Page 25, line 35, by inserting after the
  3 35 word "withdrawal" the following:  "of a general
  3 36 partner"."
  3 37    #8.  Page 2, line 17, by striking the figure
  3 38 "487.905" and inserting the following:  "487.903".
  3 39    #9.  By renumbering as necessary.  
  3 40 
  3 41 
  3 42                               
  3 43 DINKLA of Guthrie
  3 44 HF 642.701 77
  3 45 mj/sc/28
     

Text: H01274                            Text: H01276
Text: H01200 - H01299                   Text: H Index
Bills and Amendments: General Index     Bill History: General Index

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