Text: S05238 Text: S05240 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 partnership name need not be in English if written
2 23 in English letters or arabic or roman numerals.
2 24 6. Except as otherwise provided in this chapter,
2 25 the document shall be executed by one of the following
2 26 methods:
2 27 a. By two or more partners.
2 28 b. By a person authorized under this chapter, the
2 29 partnership agreement, or other law to execute the
2 30 document.
2 31 c. If the partnership is in the hands of a
2 32 receiver, trustee, or other court-appointed fiduciary,
2 33 by such receiver, trustee, or fiduciary.
2 34 d. If the document is that of a registered agent,
2 35 by the registered agent, if the person is an
2 36 individual, or by a person authorized by the
2 37 registered agent to execute the document, if the
2 38 registered agent is an entity.
2 39 7. The person executing the document shall sign it
2 40 and state beneath or opposite the person's signature,
2 41 the person's name and the capacity in which the person
2 42 signs. The secretary of state may accept for filing a
2 43 document containing a copy of a signature, however
2 44 made.
2 45 8. If, pursuant to any provision of this chapter,
2 46 the secretary of state has prescribed a mandatory form
2 47 for the document, the document shall be in or on the
2 48 prescribed form.
2 49 9. The document shall be delivered to the office
2 50 of the secretary of state for filing and shall be
3 1 accompanied by the correct filing fee.
3 2 10. The secretary of state may adopt rules for the
3 3 electronic filing of documents and the certification
3 4 of electronically filed documents.
3 5 Sec. ___. NEW SECTION. 486.1202 FEES.
3 6 1. The secretary of state shall collect fees for
3 7 documents described in this subsection which are
3 8 delivered to the secretary's office for filing as
3 9 follows:
3 10 DOCUMENT FEE
3 11 a. Statement of qualification ....................... $100
3 12 b. Statement of foreign qualification ............... $100
3 13 c. Amendment to statement of qualification .......... $ 20
3 14 d. Amendment to statement of foreign qualification .. $ 20
3 15 e. Cancellation of statement of qualification ....... $ 20
3 16 f. Cancellation of statement of foreign
3 17 qualification ........................................... $ 20
3 18 g. Application for certificate of existence or
3 19 qualification ........................................... $ 5
3 20 h. Any other statement or document required or
3 21 permitted to be filed ................................... $ 5
3 22 2. The secretary of state shall collect a fee of
3 23 five dollars each time process is served on the
3 24 secretary under this chapter. The party to a
3 25 proceeding causing service of process is entitled to
3 26 recover this fee as costs if the party prevails in the
3 27 proceeding.
3 28 3. The secretary of state shall collect fees for
3 29 copying and certifying the copy of any filed document
3 30 relating to a domestic or foreign partnership as
3 31 follows:
3 32 a. One dollar a page for copying.
3 33 b. Five dollars for the certificate.
3 34 Sec. ___. NEW SECTION. 486.1203 EFFECTIVE TIME
3 35 AND DATE OF DOCUMENTS.
3 36 1. Except as provided in subsection 2 and section
3 37 486.1204, subsection 3, a document accepted for filing
3 38 is effective at the later of the following:
3 39 a. At the time of filing on the date it is filed,
3 40 as evidenced by the secretary of state's date and time
3 41 endorsement on the original document.
3 42 b. At the time specified in the document as its
3 43 effective time on the date it is filed.
3 44 2. A document may specify a delayed effective time
3 45 and date, and if it does so the document becomes
3 46 effective at the time and date specified. If a
3 47 delayed effective date but no time is specified, the
3 48 document is effective at the close of business on that
3 49 date. A delayed effective date for a document shall
3 50 not be later than the ninetieth day after the date it
4 1 is filed.
4 2 Sec. ___. NEW SECTION. 486.1204 CORRECTING FILED
4 3 DOCUMENTS.
4 4 1. A partnership may correct a document filed by
4 5 the secretary of state if the document satisfies one
4 6 or both of the following:
4 7 a. The document contains an incorrect statement.
4 8 b. The document was defectively executed,
4 9 attested, sealed, verified, or acknowledged.
4 10 2. A document is corrected by complying with both
4 11 of the following:
4 12 a. By preparing a statement of correction that
4 13 satisfies all of the following:
4 14 (1) The statement describes the document,
4 15 including its filing date, or a copy of the document
4 16 is attached to the statement.
4 17 (2) The statement specifies the incorrect
4 18 statement and the reason it is incorrect or the manner
4 19 in which the execution was defective.
4 20 (3) The statement corrects the incorrect statement
4 21 or defective execution.
4 22 b. By delivering the statement to the secretary of
4 23 state for filing.
4 24 3. Statements of corrections are effective on the
4 25 effective date of the document they correct except as
4 26 to persons relying on the uncorrected document and
4 27 adversely affected by the correction. As to those
4 28 persons, statements of correction are effective when
4 29 filed.
4 30 Sec. ___. NEW SECTION. 486.1205 FILING DUTY OF
4 31 SECRETARY OF STATE.
4 32 1. If a document delivered to the office of the
4 33 secretary of state for filing satisfies the
4 34 requirements of section 486.1201, the secretary of
4 35 state shall file it and issue any necessary
4 36 certificate.
4 37 2. The secretary of state files a document by
4 38 stamping or otherwise endorsing "filed", together with
4 39 the secretary of state's name and official title and
4 40 the date and time of receipt, on both the document and
4 41 the receipt for the filing fee. After filing a
4 42 document, and except as provided in sections 486.304
4 43 and 486.1213, the secretary of state shall deliver the
4 44 document, with the filing fee receipt, or
4 45 acknowledgment of receipt if no fee is required,
4 46 attached, to the domestic or foreign partnership or
4 47 its representative.
4 48 3. If the secretary of state refuses to file a
4 49 document, the secretary of state shall return it to
4 50 the domestic or foreign partnership or its
5 1 representative within ten days after the document was
5 2 received by the secretary of state, together with a
5 3 brief, written explanation of the reason for the
5 4 refusal.
5 5 4. The secretary of state's duty to file documents
5 6 under this section is ministerial. Filing or refusing
5 7 to file a document does not do any of the following:
5 8 a. Affect the validity or invalidity of the
5 9 document in whole or part.
5 10 b. Relate to the correctness or incorrectness of
5 11 information contained in the document.
5 12 c. Create a presumption that the document is valid
5 13 or invalid or that information contained in the
5 14 document is correct or incorrect.
5 15 Sec. ___. NEW SECTION. 486.1206 APPEAL FROM
5 16 SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT.
5 17 1. If the secretary of state refuses to file a
5 18 document delivered to the secretary of state's office
5 19 for filing, the domestic or foreign partnership may
5 20 appeal the refusal, within thirty days after the
5 21 return of the document, to the district court for the
5 22 county in which the partnership's principal office is
5 23 located or, if none is located in this state, for the
5 24 county in which its registered office is or will be
5 25 located. The appeal is commenced by petitioning the
5 26 court to compel filing the document and by attaching
5 27 to the petition the document and the secretary of
5 28 state's explanation of the refusal to file.
5 29 2. The court may summarily order the secretary of
5 30 state to file the document or take other action the
5 31 court considers appropriate.
5 32 3. The court's final decision may be appealed as
5 33 in other civil proceedings.
5 34 Sec. ___. NEW SECTION. 486.1207 EVIDENTIARY
5 35 EFFECT OF COPY OF FILED DOCUMENT.
5 36 A certificate attached to a copy of a document
5 37 filed by the secretary of state, bearing the secretary
5 38 of state's signature, which may be in facsimile, and
5 39 the seal of the secretary of state, is conclusive
5 40 evidence that the original document is on file with
5 41 the secretary of state.
5 42 Sec. ___. NEW SECTION. 486.1208 CERTIFICATES
5 43 ISSUED BY SECRETARY OF STATE.
5 44 1. The secretary of state shall issue to any
5 45 person, upon request, a certificate that sets forth
5 46 any facts recorded in the office of the secretary of
5 47 state.
5 48 2. A certificate issued by the secretary of state
5 49 may be relied upon, subject to any qualification
5 50 stated in the certificate, as prima facie evidence of
6 1 the facts set forth in the certificate.
6 2 Sec. ___. NEW SECTION. 486.1209 PENALTY FOR
6 3 SIGNING FALSE DOCUMENT.
6 4 1. A person commits an offense if that person
6 5 signs a document the person knows is false in any
6 6 material respect with intent that the document be
6 7 delivered to the secretary of state for filing.
6 8 2. An offense under this section is a serious
6 9 misdemeanor punishable by a fine not to exceed one
6 10 thousand dollars.
6 11 Sec. ___. NEW SECTION. 486.1210 SECRETARY OF
6 12 STATE POWERS.
6 13 The secretary of state has the power reasonably
6 14 necessary to perform the duties required of the
6 15 secretary of state by this chapter.
6 16 Sec. ___. NEW SECTION. 486.1211 REGISTERED
6 17 OFFICE AND REGISTERED AGENT.
6 18 Each partnership that is qualified under section
6 19 486.1001 shall continuously maintain in this state the
6 20 following:
6 21 1. A registered office.
6 22 2. A registered agent, who is one of the
6 23 following:
6 24 a. An individual who resides in this state and
6 25 whose business office is identical with the registered
6 26 office.
6 27 b. A domestic corporation whose business office is
6 28 identical with the registered office.
6 29 c. A foreign corporation authorized to transact
6 30 business in this state whose business office is
6 31 identical with the registered office.
6 32 Sec. ___. NEW SECTION. 486.1212 CHANGE OF
6 33 REGISTERED OFFICE OR REGISTERED AGENT.
6 34 1. A partnership may change its registered office
6 35 or registered agent by delivering to the secretary of
6 36 state for filing a statement of change that sets forth
6 37 all of the following:
6 38 a. The name of the partnership.
6 39 b. The street address of its current registered
6 40 office.
6 41 c. If the registered office is to be changed, the
6 42 street address of the new registered office.
6 43 d. The name of its current registered agent.
6 44 e. If the registered agent is to be changed, the
6 45 name of the new registered agent and the new
6 46 registered agent's written consent to the appointment,
6 47 either on the statement of change or in an
6 48 accompanying document.
6 49 f. That, after the change or changes are made, the
6 50 street addresses of its registered office and of the
7 1 business office of its registered agent will be
7 2 identical.
7 3 2. If a registered agent changes the street
7 4 address of the registered agent's business office, the
7 5 registered agent may change the street address of the
7 6 registered office of any partnership for which the
7 7 registered agent is the registered agent by giving
7 8 written notice to the partnership of the change and
7 9 executing, either manually or in facsimile, and
7 10 delivering to the secretary of state for filing a
7 11 statement of change that complies with the
7 12 requirements of subsection 1 and recites that notice
7 13 of the change has been given to the partnership.
7 14 Sec. ___. NEW SECTION. 486.1213 RESIGNATION OF
7 15 REGISTERED AGENT.
7 16 1. The registered agent of a partnership may
7 17 resign the agency by delivering to the secretary of
7 18 state for filing a statement of resignation, which
7 19 shall be accompanied by two exact or conformed copies
7 20 of such statement. The statement of resignation may
7 21 include a statement that the registered office is also
7 22 discontinued.
7 23 2. After filing the statement of resignation, the
7 24 secretary of state shall deliver one copy to the
7 25 registered office of the partnership and the other
7 26 copy to the chief executive office of the partnership.
7 27 3. The agency appointment is terminated, and the
7 28 registered office discontinued if so provided, on the
7 29 thirty-first day after the date on which the statement
7 30 of resignation was filed.
7 31 Sec. ___. NEW SECTION. 486.1214 SERVICE ON
7 32 PARTNERSHIP.
7 33 1. A partnership's registered agent is the
7 34 partnership's agent for service of any process,
7 35 notice, or demand required or permitted by law to be
7 36 served on the partnership.
7 37 2. If a partnership has no registered agent, or
7 38 the registered agent cannot with reasonable diligence
7 39 be served, the partnership may be served by registered
7 40 or certified mail, return receipt requested, addressed
7 41 to the partnership at its chief executive office.
7 42 Service is perfected under this subsection at the
7 43 earliest of the following:
7 44 a. The date the partnership receives the process,
7 45 notice, or demand.
7 46 b. The date shown on the return receipt, if signed
7 47 on behalf of the partnership.
7 48 c. Five days after mailing.
7 49 3. This section does not prescribe the only means,
7 50 or necessarily the required means, of serving a
8 1 partnership."
8 2 #17. Page 48, line 14, by striking the figure "12"
8 3 and inserting the following: "13".
8 4 #18. Page 48, line 16, by striking the figure
8 5 "486.1201" and inserting the following: "486.1301".
8 6 #19. Page 48, line 21, by striking the figure
8 7 "486.1202" and inserting the following: "486.1302".
8 8 #20. Page 48, by striking lines 32 through 35 and
8 9 inserting the following:
8 10 "Sec. ___. Chapter 486, Code and Code Supplement
8 11 1997, is repealed effective January 1, 2001.
8 12 Sec. ___. APPLICABILITY.
8 13 1. Prior to January 1, 2001, this Act applies to a
8 14 partnership formed as follows:
8 15 a. On or after January 1, 1999, except a
8 16 partnership that is continuing the business of a
8 17 dissolved partnership under section 486.41.
8 18 b. Prior to January 1, 2001, if such partnership
8 19 elects, as provided in subsection 3, to be governed by
8 20 this Act.
8 21 2. On or after January 1, 2001, this Act applies
8 22 to all partnerships.
8 23 3. Prior to January 1, 2001, a partnership, in the
8 24 manner provided in its partnership agreement or by law
8 25 for amending the partnership agreement, may
8 26 voluntarily elect to be governed by this Act. The
8 27 provisions of this Act relating to the liability of
8 28 the partnerships' partners to third parties apply to
8 29 limit those partners' liability to a third party who
8 30 had done business with the partnership within one year
8 31 before the partnership's election to be governed by
8 32 this Act only if the third party knows or has received
8 33 a notification of the partnership's election to be
8 34 governed by this Act.
8 35 Sec. ___. EFFECTIVE DATE. This Act takes effect
8 36 January 1, 1999."
8 37 #21. Title page, line 2, by inserting after word
8 38 "providing" the following: "penalties and".
8 39
8 40
8 41
8 42 O. GENE MADDOX
8 43 SF 2311.501 77
8 44 mj/jw/28
Text: S05238 Text: S05240 Text: S05200 - S05299 Text: S Index Bills and Amendments: General Index Bill History: General Index
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