Text: S05223 Text: S05225 Text: S05200 - S05299 Text: S Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Amend Senate File 2311 as follows: 1 2 #1. Page 2, by striking lines 9 through 12 and 1 3 inserting the following: 1 4 "10. "Person" means as defined in section 4.1." 1 5 #2. Page 2, line 14, by striking the word 1 6 "therein" and inserting the following: "in such 1 7 property". 1 8 #3. Page 2, by striking lines 15 through 18 and 1 9 inserting the following: 1 10 "12. "State" means a state, territory, or 1 11 possession of the United States, the District of 1 12 Columbia, or the Commonwealth of Puerto Rico." 1 13 #4. Page 16, line 29, by inserting after the word 1 14 "property" the following: ", if such payments were 1 15 made or liabilities incurred without violation of the 1 16 partner's duties to the partnership or the other 1 17 partners". 1 18 #5. Page 23, line 32, by inserting after the word 1 19 "partnership" the following: ", limited partnership, 1 20 or limited liability company". 1 21 #6. Page 24, line 28, by inserting after the word 1 22 "a" the following: "general". 1 23 #7. Page 27, line 34, by inserting after the word 1 24 "A" the following: "written". 1 25 #8. Page 28, line 3, by striking the word "An" and 1 26 inserting the following: "A written". 1 27 #9. Page 31, line 2, by striking the word 1 28 "thereof" and inserting the following: "of a 1 29 partnership name". 1 30 #10. Page 43, by striking lines 2 through 4 and 1 31 inserting the following: 1 32 "c. The address of a registered office and the 1 33 name and address of a registered agent for service of 1 34 process in this state, which the partnership is 1 35 required to maintain as provided in section 486.1211." 1 36 #11. Page 43, by striking lines 8 through 11 and 1 37 inserting the following: 1 38 "4. The statement shall be executed by one or more 1 39 partners authorized to execute the statement on behalf 1 40 of the partnership." 1 41 #12. Page 43, by striking lines 16 and 17 and 1 42 inserting the following: "until the statement is 1 43 canceled pursuant to section 486.105, subsection 4." 1 44 #13. By striking page 43, line 34, through page 1 45 45, line 9. 1 46 #14. Page 46, line 1, by striking the word 1 47 "Required" and inserting the following: "Registered". 1 48 #15. Page 46, by striking lines 19 and 20 and 1 49 inserting the following: "section 486.105, subsection 1 50 4." 2 1 #16. Page 48, by inserting after line 13 the 2 2 following: 2 3 "ARTICLE 12 2 4 FILING PROVISIONS 2 5 Sec. ___. NEW SECTION. 486.1201 FILING 2 6 REQUIREMENTS. 2 7 1. A document shall satisfy the requirements of 2 8 this section, and of any other section that adds to or 2 9 varies these requirements, to be entitled to filing. 2 10 2. The document shall be filed in the office of 2 11 the secretary of state. 2 12 3. The document shall contain the information 2 13 required by this chapter. The document may contain 2 14 other information as well. 2 15 4. The document shall be typewritten or printed. 2 16 The typewritten or printed portion shall be black. 2 17 Manually signed photocopies, or other reproduced 2 18 copies, including facsimiles or other electronically 2 19 or computer-generated copies of typewritten or printed 2 20 documents may be filed. 2 21 5. The document shall be in the English language. 2 22 A limited partnership name need not be in English if 2 23 written in English letters or arabic or roman 2 24 numerals. 2 25 6. Except as otherwise provided in this chapter, 2 26 the document shall be executed by one of the following 2 27 methods: 2 28 a. By two or more partners. 2 29 b. By a person authorized under this chapter, the 2 30 partnership agreement, or other law to execute the 2 31 document. 2 32 c. If the partnership is in the hands of a 2 33 receiver, trustee, or other court-appointed fiduciary, 2 34 by such receiver, trustee, or fiduciary. 2 35 d. If the document is that of a registered agent, 2 36 by the registered agent, if the person is an 2 37 individual, or by a person authorized by the 2 38 registered agent to execute the document, if the 2 39 registered agent is an entity. 2 40 7. The person executing the document shall sign it 2 41 and state beneath or opposite the person's signature, 2 42 the person's name and the capacity in which the person 2 43 signs. The secretary of state may accept for filing a 2 44 document containing a copy of a signature, however 2 45 made. 2 46 8. If, pursuant to any provision of this chapter, 2 47 the secretary of state has prescribed a mandatory form 2 48 for the document, the document shall be in or on the 2 49 prescribed form. 2 50 9. The document shall be delivered to the office 3 1 of the secretary of state for filing and shall be 3 2 accompanied by the correct filing fee. 3 3 10. The secretary of state may adopt rules for the 3 4 electronic filing of documents and the certification 3 5 of electronically filed documents. 3 6 Sec. ___. NEW SECTION. 486.1202 FEES. 3 7 1. The secretary of state shall collect fees for 3 8 documents described in this subsection which are 3 9 delivered to the secretary's office for filing as 3 10 follows: 3 11 DOCUMENT FEE 3 12 a. Statement of qualification ....................... $100 3 13 b. Statement of foreign qualification ............... $100 3 14 c. Amendment to statement of qualification .......... $ 20 3 15 d. Amendment to statement of foreign qualification .. $ 20 3 16 e. Cancellation of statement of qualification ....... $ 20 3 17 f. Cancellation of statement of foreign 3 18 qualification ........................................... $ 20 3 19 g. Application for certificate of existence or 3 20 qualification ........................................... $ 5 3 21 h. Any other statement or document required or 3 22 permitted to be filed ................................... $ 5 3 23 2. The secretary of state shall collect a fee of 3 24 five dollars each time process is served on the 3 25 secretary under this chapter. The party to a 3 26 proceeding causing service of process is entitled to 3 27 recover this fee as costs if the party prevails in the 3 28 proceeding. 3 29 3. The secretary of state shall collect fees for 3 30 copying and certifying the copy of any filed document 3 31 relating to a domestic or foreign partnership as 3 32 follows: 3 33 a. One dollar a page for copying. 3 34 b. Five dollars for the certificate. 3 35 Sec. ___. NEW SECTION. 486.1203 EFFECTIVE TIME 3 36 AND DATE OF DOCUMENTS. 3 37 1. Except as provided in subsection 2 and section 3 38 486.1204, subsection 3, a document accepted for filing 3 39 is effective at the later of the following: 3 40 a. At the time of filing on the date it is filed, 3 41 as evidenced by the secretary of state's date and time 3 42 endorsement on the original document. 3 43 b. At the time specified in the document as its 3 44 effective time on the date it is filed. 3 45 2. A document may specify a delayed effective time 3 46 and date, and if it does so the document becomes 3 47 effective at the time and date specified. If a 3 48 delayed effective date but no time is specified, the 3 49 document is effective at the close of business on that 3 50 date. A delayed effective date for a document shall 4 1 not be later than the ninetieth day after the date it 4 2 is filed. 4 3 Sec. ___. NEW SECTION. 486.1204 CORRECTING FILED 4 4 DOCUMENTS. 4 5 1. A partnership may correct a document filed by 4 6 the secretary of state if the document satisfies one 4 7 or both of the following: 4 8 a. The document contains an incorrect statement. 4 9 b. The document was defectively executed, 4 10 attested, sealed, verified, or acknowledged. 4 11 2. A document is corrected by complying with both 4 12 of the following: 4 13 a. By preparing a statement of correction that 4 14 satisfies all of the following: 4 15 (1) The statement describes the document, 4 16 including its filing date, or a copy of the document 4 17 is attached to the statement. 4 18 (2) The statement specifies the incorrect 4 19 statement and the reason it is incorrect or the manner 4 20 in which the execution was defective. 4 21 (3) The statement corrects the incorrect statement 4 22 or defective execution. 4 23 b. By delivering the statement to the secretary of 4 24 state for filing. 4 25 3. Statements of corrections are effective on the 4 26 effective date of the document they correct except as 4 27 to persons relying on the uncorrected document and 4 28 adversely affected by the correction. As to those 4 29 persons, statements of correction are effective when 4 30 filed. 4 31 Sec. ___. NEW SECTION. 486.1205 FILING DUTY OF 4 32 SECRETARY OF STATE. 4 33 1. If a document delivered to the office of the 4 34 secretary of state for filing satisfies the 4 35 requirements of section 486.1201, the secretary of 4 36 state shall file it and issue any necessary 4 37 certificate. 4 38 2. The secretary of state files a document by 4 39 stamping or otherwise endorsing "filed", together with 4 40 the secretary of state's name and official title and 4 41 the date and time of receipt, on both the document and 4 42 the receipt for the filing fee. After filing a 4 43 document, and except as provided in sections 486.304 4 44 and 486.1213, the secretary of state shall deliver the 4 45 document, with the filing fee receipt, or 4 46 acknowledgment of receipt if no fee is required, 4 47 attached, to the domestic or foreign partnership or 4 48 its representative. 4 49 3. If the secretary of state refuses to file a 4 50 document, the secretary of state shall return it to 5 1 the domestic or foreign partnership or its 5 2 representative within ten days after the document was 5 3 received by the secretary of state, together with a 5 4 brief, written explanation of the reason for the 5 5 refusal. 5 6 4. The secretary of state's duty to file documents 5 7 under this section is ministerial. Filing or refusing 5 8 to file a document does not do any of the following: 5 9 a. Affect the validity or invalidity of the 5 10 document in whole or part. 5 11 b. Relate to the correctness or incorrectness of 5 12 information contained in the document. 5 13 c. Create a presumption that the document is valid 5 14 or invalid or that information contained in the 5 15 document is correct or incorrect. 5 16 Sec. ___. NEW SECTION. 486.1206 APPEAL FROM 5 17 SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT. 5 18 1. If the secretary of state refuses to file a 5 19 document delivered to the secretary of state's office 5 20 for filing, the domestic or foreign partnership may 5 21 appeal the refusal, within thirty days after the 5 22 return of the document, to the district court for the 5 23 county in which the partnership's principal office is 5 24 located or, if none is located in this state, for the 5 25 county in which its registered office is or will be 5 26 located. The appeal is commenced by petitioning the 5 27 court to compel filing the document and by attaching 5 28 to the petition the document and the secretary of 5 29 state's explanation of the refusal to file. 5 30 2. The court may summarily order the secretary of 5 31 state to file the document or take other action the 5 32 court considers appropriate. 5 33 3. The court's final decision may be appealed as 5 34 in other civil proceedings. 5 35 Sec. ___. NEW SECTION. 486.1207 EVIDENTIARY 5 36 EFFECT OF COPY OF FILED DOCUMENT. 5 37 A certificate attached to a copy of a document 5 38 filed by the secretary of state, bearing the secretary 5 39 of state's signature, which may be in facsimile, and 5 40 the seal of the secretary of state, is conclusive 5 41 evidence that the original document is on file with 5 42 the secretary of state. 5 43 Sec. ___. NEW SECTION. 486.1208 CERTIFICATES 5 44 ISSUED BY SECRETARY OF STATE. 5 45 1. The secretary of state shall issue to any 5 46 person, upon request, a certificate that sets forth 5 47 any facts recorded in the office of the secretary of 5 48 state. 5 49 2. A certificate issued by the secretary of state 5 50 may be relied upon, subject to any qualification 6 1 stated in the certificate, as prima facie evidence of 6 2 the facts set forth in the certificate. 6 3 Sec. ___. NEW SECTION. 486.1209 PENALTY FOR 6 4 SIGNING FALSE DOCUMENT. 6 5 1. A person commits an offense if that person 6 6 signs a document the person knows is false in any 6 7 material respect with intent that the document be 6 8 delivered to the secretary of state for filing. 6 9 2. An offense under this section is a serious 6 10 misdemeanor punishable by a fine not to exceed one 6 11 thousand dollars. 6 12 Sec. ___. NEW SECTION. 486.1210 SECRETARY OF 6 13 STATE POWERS. 6 14 The secretary of state has the power reasonably 6 15 necessary to perform the duties required of the 6 16 secretary of state by this chapter. 6 17 Sec. ___. NEW SECTION. 486.1211 REGISTERED 6 18 OFFICE AND REGISTERED AGENT. 6 19 Each partnership that is qualified under section 6 20 486.1001 shall continuously maintain in this state the 6 21 following: 6 22 1. A registered office. 6 23 2. A registered agent, who is one of the 6 24 following: 6 25 a. An individual who resides in this state and 6 26 whose business office is identical with the registered 6 27 office. 6 28 b. A domestic corporation whose business office is 6 29 identical with the registered office. 6 30 c. A foreign corporation authorized to transact 6 31 business in this state whose business office is 6 32 identical with the registered office. 6 33 Sec. ___. NEW SECTION. 486.1212 CHANGE OF 6 34 REGISTERED OFFICE OR REGISTERED AGENT. 6 35 1. A partnership may change its registered office 6 36 or registered agent by delivering to the secretary of 6 37 state for filing a statement of change that sets forth 6 38 all of the following: 6 39 a. The name of the partnership. 6 40 b. The street address of its current registered 6 41 office. 6 42 c. If the registered office is to be changed, the 6 43 street address of the new registered office. 6 44 d. The name of its current registered agent. 6 45 e. If the registered agent is to be changed, the 6 46 name of the new registered agent and the new 6 47 registered agent's written consent to the appointment, 6 48 either on the statement of change or in an 6 49 accompanying document. 6 50 f. That, after the change or changes are made, the 7 1 street addresses of its registered office and of the 7 2 business office of its registered agent will be 7 3 identical. 7 4 2. If a registered agent changes the street 7 5 address of the registered agent's business office, the 7 6 registered agent may change the street address of the 7 7 registered office of any partnership for which the 7 8 registered agent is the registered agent by giving 7 9 written notice to the partnership of the change and 7 10 executing, either manually or in facsimile, and 7 11 delivering to the secretary of state for filing a 7 12 statement of change that complies with the 7 13 requirements of subsection 1 and recites that notice 7 14 of the change has been given to the partnership. 7 15 Sec. ___. NEW SECTION. 486.1213 RESIGNATION OF 7 16 REGISTERED AGENT. 7 17 1. The registered agent of a partnership may 7 18 resign the agency by delivering to the secretary of 7 19 state for filing a statement of resignation, which 7 20 shall be accompanied by two exact or conformed copies 7 21 of such statement. The statement of resignation may 7 22 include a statement that the registered office is also 7 23 discontinued. 7 24 2. After filing the statement of resignation, the 7 25 secretary of state shall deliver one copy to the 7 26 registered office of the partnership and the other 7 27 copy to the chief executive office of the partnership. 7 28 3. The agency appointment is terminated, and the 7 29 registered office discontinued if so provided, on the 7 30 thirty-first day after the date on which the statement 7 31 of resignation was filed. 7 32 Sec. ___. NEW SECTION. 486.1214 SERVICE ON 7 33 PARTNERSHIP. 7 34 1. A partnership's registered agent is the 7 35 partnership's agent for service of any process, 7 36 notice, or demand required or permitted by law to be 7 37 served on the partnership. 7 38 2. If a partnership has no registered agent, or 7 39 the registered agent cannot with reasonable diligence 7 40 be served, the partnership may be served by registered 7 41 or certified mail, return receipt requested, addressed 7 42 to the partnership at its chief executive office. 7 43 Service is perfected under this subsection at the 7 44 earliest of the following: 7 45 a. The date the partnership receives the process, 7 46 notice, or demand. 7 47 b. The date shown on the return receipt, if signed 7 48 on behalf of the partnership. 7 49 c. Five days after mailing. 7 50 3. This section does not prescribe the only means, 8 1 or necessarily the required means, of serving a 8 2 partnership." 8 3 #17. Page 48, line 14, by striking the figure "12" 8 4 and inserting the following: "13". 8 5 #18. Page 48, line 16, by striking the figure 8 6 "486.1201" and inserting the following: "486.1301". 8 7 #19. Page 48, line 21, by striking the figure 8 8 "486.1202" and inserting the following: "486.1302". 8 9 #20. Page 48, by striking lines 32 through 35 and 8 10 inserting the following: 8 11 "Sec. ___. Chapter 486, Code and Code Supplement 8 12 1997, is repealed effective January 1, 2001. 8 13 Sec. ___. APPLICABILITY. 8 14 1. Prior to January 1, 2001, this Act applies to a 8 15 partnership formed as follows: 8 16 a. On or after January 1, 1999, except a 8 17 partnership that is continuing the business of a 8 18 dissolved partnership under section 486.41. 8 19 b. Prior to January 1, 2001, if such partnership 8 20 elects, as provided in subsection 3, to be governed by 8 21 this Act. 8 22 2. On or after January 1, 2001, this Act applies 8 23 to all partnerships. 8 24 3. Prior to January 1, 2001, a partnership, in the 8 25 manner provided in its partnership agreement or by law 8 26 for amending the partnership agreement, may 8 27 voluntarily elect to be governed by this Act. The 8 28 provisions of this Act relating to the liability of 8 29 the partnerships' partners to third parties apply to 8 30 limit those partners' liability to a third party who 8 31 had done business with the partnership within one year 8 32 before the partnership's election to be governed by 8 33 this Act only if the third party knows or has received 8 34 a notification of the partnership's election to be 8 35 governed by this Act. 8 36 Sec. ___. EFFECTIVE DATE. This Act takes effect 8 37 January 1, 1999." 8 38 #21. Title page, line 2, by inserting after word 8 39 "providing" the following: "penalties and". 8 40 8 41 8 42 8 43 O. GENE MADDOX 8 44 SF 2311.201 77 8 45 mj/jl/28
Text: S05223 Text: S05225 Text: S05200 - S05299 Text: S Index Bills and Amendments: General Index Bill History: General Index
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