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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