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Senate Study Bill 8

Bill Text

PAG LIN
  1  1    Section 1.  Section 487.104, subsection 3, Code 1997, is
  1  2 amended to read as follows:
  1  3    3.  An agent for service of process may resign as agent
  1  4 upon by signing and delivering to the secretary of state an
  1  5 original statement of resignation for filing and recording in
  1  6 accordance with section 487.206 a written notice of
  1  7 resignation, executed in duplicate, with the secretary of
  1  8 state.  The secretary of state shall forthwith mail agent
  1  9 shall send a copy of the statement of resignation by certified
  1 10 mail to the limited partnership at its principal place of
  1 11 business.  The agent shall certify to the secretary of state
  1 12 that the copy has been sent to the limited partnership,
  1 13 including the date the copy was sent.  The appointment of the
  1 14 agent terminates upon the expiration of thirty days after
  1 15 receipt of the notice by on the date on which the statement is
  1 16 filed by the secretary of state.
  1 17    Sec. 2.  Section 487.104A, subsection 1, paragraphs b and
  1 18 d, Code 1997, are amended by striking the paragraphs.
  1 19    Sec. 3.  Section 487.902, subsection 5, Code 1997, is
  1 20 amended to read as follows:
  1 21    5.  A statement that the secretary of state is the agent of
  1 22 the foreign limited partnership for service of process if the
  1 23 registered agent has resigned and an agent has not been
  1 24 appointed under subsection 4 or, if appointed, the agent's
  1 25 authority has been revoked, or if the agent cannot be found or
  1 26 served with the exercise of reasonable diligence.
  1 27    Sec. 4.  Section 487.909, Code 1997, is amended to read as
  1 28 follows:
  1 29    487.909  RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
  1 30    An agent for service of process of a foreign limited
  1 31 partnership may resign as agent upon filing a written notice
  1 32 of the resignation, executed in duplicate, with the secretary
  1 33 of state by signing and delivering to the secretary of state
  1 34 an original statement of resignation for filing in accordance
  1 35 with section 487.206.  The secretary of state agent shall
  2  1 forthwith mail send a copy of the statement of resignation by
  2  2 certified mail to the foreign limited partnership at its
  2  3 principal office or office required to be maintained in the
  2  4 state of its organization place of business.  The agent shall
  2  5 certify to the secretary of state that the copy has been sent
  2  6 to the limited partnership, including the date the copy was
  2  7 sent.  The appointment of the agent terminates upon the
  2  8 expiration of thirty days after receipt of the notice by on
  2  9 the date on which the statement is filed by the secretary of
  2 10 state.
  2 11    Sec. 5.  NEW SECTION.  487.911  CHANGE OF REGISTERED OFFICE
  2 12 OR REGISTERED AGENT.
  2 13    1.  A foreign limited partnership may change its registered
  2 14 office or registered agent by delivering to the secretary of
  2 15 state for filing a statement of change that sets forth all of
  2 16 the following:
  2 17    a.  The name of the foreign limited partnership.
  2 18    b.  If the current registered office is to be changed, the
  2 19 street address of the new registered office.
  2 20    c.  If the current registered agent is to be changed, the
  2 21 name of the new registered agent and the new agent's written
  2 22 consent to the appointment, either on the statement or
  2 23 attached to the statement.
  2 24    d.  That after the change or changes are made, the street
  2 25 addresses of its registered office and the business office of
  2 26 its registered agent will be identical.
  2 27    2.  If a registered agent changes the street address of the
  2 28 registered agent's business office, the registered agent may
  2 29 change the street address of the registered office of any
  2 30 foreign limited partnership for which the person is the
  2 31 registered agent by notifying the foreign limited partnership
  2 32 in writing of the change and signing, either manually or in
  2 33 facsimile, and delivering to the secretary of state for filing
  2 34 a statement that complies with the requirements of subsection
  2 35 1 and recites that the foreign limited partnership has been
  3  1 notified of the change.
  3  2    3.  If a registered agent changes the registered agent's
  3  3 business address to another place, the registered agent may
  3  4 change the business address and the address of the registered
  3  5 agent by filing a statement as required in subsection 2 for
  3  6 each foreign limited partnership, or a single statement for
  3  7 all foreign limited partnerships named in the notice, except
  3  8 that the statement need be signed only by the registered agent
  3  9 or agents and need not be responsive to subsection 1,
  3 10 paragraph "c", and must recite that a copy of the statement
  3 11 has been mailed to each foreign limited partnership named in
  3 12 the notice.
  3 13    4.  A document delivered to the secretary of state for the
  3 14 purpose of changing a foreign limited partnership's registered
  3 15 agent or registered office may be executed by a general
  3 16 partner.
  3 17    Sec. 6.  Section 490.1701, subsection 3, paragraph c,
  3 18 unnumbered paragraph 2, Code 1997, is amended to read as
  3 19 follows:
  3 20    If the county of the initial registered office as stated in
  3 21 the instrument is one which is other than the county where the
  3 22 principal place of business of the corporation, as designated
  3 23 in its articles of incorporation, was located, the secretary
  3 24 of state corporation shall forward also to the county recorder
  3 25 of the county in which the principal place of business of the
  3 26 corporation was located a copy of the instrument and the
  3 27 secretary of state corporation shall forward to the recorder
  3 28 of the county in which the initial registered office of the
  3 29 corporation is located, in addition to a copy of the original
  3 30 of the instrument, a copy of the articles of incorporation of
  3 31 the corporation together with all amendments to them as then
  3 32 on file in the secretary of state's office.  The corporation
  3 33 shall, through an officer or director, certify to the
  3 34 secretary of state that a copy has been sent to each
  3 35 applicable county recorder, including the date each copy was
  4  1 sent.
  4  2    Sec. 7.  Section 504A.9, Code 1997, is amended to read as
  4  3 follows:
  4  4    504A.9  CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT.
  4  5    1.  A corporation may change its registered office or
  4  6 change its registered agent or agents, or both office and
  4  7 agent or agents upon filing in the office of by delivering to
  4  8 the secretary of state for filing a statement setting of
  4  9 change that sets forth all of the following:
  4 10    1. a.  The name of the corporation.
  4 11    2.  The address of its then registered office.
  4 12    3. b.  If the address of its current registered office is
  4 13 to be changed, the street address to which of the new
  4 14 registered office is to be changed.
  4 15    4.  The name of its then registered agent or agents.
  4 16    5. c.  If its the current registered agent or agents are is
  4 17 to be changed, the name of its successor new registered agent
  4 18 or agents, and the new agent's or agents' written consent to
  4 19 the appointment, either on the statement, or by attaching the
  4 20 agent's or agents' consent to the appointment or attached to
  4 21 the statement.
  4 22    6. d.  That after the change or changes are made, the
  4 23 address street addresses of its registered office and the
  4 24 address of the business office of its registered agent or
  4 25 agents, as changed, will be identical.
  4 26    2.  The statement shall be delivered to the secretary of
  4 27 state for filing and recording in the secretary of state's
  4 28 office.
  4 29    3.  If a registered agent or agents change changes the
  4 30 agent's or agents' business address to another place within
  4 31 the same county, the agent or agents may change the address of
  4 32 the registered office of any corporations of which that person
  4 33 is a registered agent by filing a statement as required above
  4 34 in subsection 1 for each corporation, or a single statement
  4 35 for all corporations named therein in the statement, except
  5  1 that it the statement need be signed only by the registered
  5  2 agent or agents and need not be responsive to subsection 5
  5  3 above 1, paragraph "c", and but must recite that notification
  5  4 of such change has been mailed to each such corporation named
  5  5 in the statement.
  5  6    4.  The change of address of registered office or the
  5  7 change of registered agent or agents or both registered office
  5  8 and agent or agents, as the case may be, shall become becomes
  5  9 effective upon the filing of such statement by the secretary
  5 10 of state.
  5 11    5.  Any A registered agent of a corporation may resign as
  5 12 such agent upon by signing and delivering to the secretary of
  5 13 state for filing a written notice thereof, executed in
  5 14 duplicate, with the secretary of state, who shall record one
  5 15 copy and forthwith mail the other copy thereof to the
  5 16 corporation in care of an officer, who is not the resigning
  5 17 registered agent, at the address of such officer as shown by
  5 18 the most recent annual report of the corporation an original
  5 19 statement of resignation.  The statement of resignation may
  5 20 also include a statement that the registered office is also
  5 21 discontinued.  The registered agent shall send a copy of the
  5 22 statement of resignation by certified mail to the corporation
  5 23 at its principal office and to the registered office, if the
  5 24 registered office is not discontinued.  The appointment of
  5 25 such the agent shall terminate upon the expiration of thirty
  5 26 days after receipt of such notice by terminates on the date on
  5 27 which the statement is filed by the secretary of state.  If
  5 28 the statement of resignation contains a statement that the
  5 29 registered office is discontinued, such office is discontinued
  5 30 on the date on which the statement of resignation is filed by
  5 31 the secretary of state.
  5 32    6.  The secretary of state may provide for the change of
  5 33 registered office or registered agent on the form prescribed
  5 34 by the secretary of state for the annual report pursuant to
  5 35 section 504A.83, provided that the form contains the
  6  1 information required in this section.  If the secretary of
  6  2 state determines that an annual report does not contain the
  6  3 information required by section 504A.83 but otherwise meets
  6  4 the requirements of this section for the purpose of changing
  6  5 the registered office or registered agent, the secretary of
  6  6 state shall file the statement of change of registered office
  6  7 or registered agent before returning the annual report to the
  6  8 corporation pursuant to section 504A.84.  A statement of
  6  9 change of registered office or registered agent pursuant to
  6 10 this paragraph shall be executed by a person authorized to
  6 11 execute the annual report.  
  6 12                              EXPLANATION
  6 13    This bill amends provisions relating to the appointment and
  6 14 resignation of registered agents of corporations and
  6 15 partnerships.
  6 16    Code section 487.104 is amended to provide that an agent
  6 17 for service of process may resign by delivering a signed
  6 18 original statement of resignation to the secretary of state
  6 19 and sending a copy of the resignation by certified mail to the
  6 20 limited partnership.  The agent must certify to the secretary
  6 21 of state that the copy has been sent to the limited
  6 22 partnership.  The termination is effective on the date the
  6 23 statement is filed by the secretary of state.  Currently, the
  6 24 agent must file a written notice of resignation in duplicate
  6 25 with the secretary of state and the secretary of state must
  6 26 send a copy of the resignation to the limited partnership.
  6 27    Code section 487.104A is amended by striking the
  6 28 requirement that a limited partnership include the name and
  6 29 address of the limited partnership's current registered office
  6 30 and registered agent in a statement filed with the secretary
  6 31 of state changing the limited partnership's registered office
  6 32 or registered agent.
  6 33    Code section 487.902 is amended to provide that the
  6 34 secretary of state is the agent of a foreign limited
  6 35 partnership for service of process if the registered agent has
  7  1 resigned and an agent has not been appointed.  Currently, the
  7  2 section provides that the secretary of state is the agent of a
  7  3 foreign limited partnership for service of process if an agent
  7  4 has not been appointed pursuant to the section.  However,
  7  5 prior to transacting business in this state, an agent must be
  7  6 appointed.
  7  7    Code section 487.909 is amended to provide that an agent
  7  8 for service of process may resign by delivering a signed
  7  9 original statement of resignation to the secretary of state
  7 10 and sending a copy of the resignation by certified mail to the
  7 11 foreign limited partnership.  The agent must certify to the
  7 12 secretary of state that the copy has been sent to the foreign
  7 13 limited partnership.  The termination is effective on the date
  7 14 the statement is filed by the secretary of state.  Currently,
  7 15 the agent must file a written notice of resignation in
  7 16 duplicate with the secretary of state and the secretary of
  7 17 state must send a copy of the resignation to the foreign
  7 18 limited partnership.
  7 19    New Code section 487.911 is created and establishes the
  7 20 requirements for a foreign limited partnership to change its
  7 21 registered office or registered agent.  The requirements are
  7 22 similar to the requirements established in Code section
  7 23 487.104A which apply to domestic limited partnerships.
  7 24    Code section 490.1701 is amended to provide that a
  7 25 corporation which is not subject to chapter 490, but which
  7 26 voluntarily elects to adopt the provisions of chapter 490, is
  7 27 to forward a copy of the instrument providing for such
  7 28 election to the county recorder of the county in which the
  7 29 corporation's principal place of business is located.  The
  7 30 corporation must also forward a copy of the original
  7 31 instrument and a copy of the corporation's articles of
  7 32 incorporation to the county recorder of the county in which
  7 33 the initial registered office of the corporation is located.
  7 34 Currently the secretary of state is required to forward these
  7 35 documents.  The corporation must certify to the secretary of
  8  1 state through an officer or director that such copies have
  8  2 been sent.
  8  3    Code section 504A.9 is amended by striking the requirement
  8  4 that a nonprofit corporation include the name and address of
  8  5 the corporation's current registered office and registered
  8  6 agent in a statement filed with the secretary of state
  8  7 changing the corporation's registered office or registered
  8  8 agent.  The section is also amended to provide that an agent
  8  9 for service of process may resign by delivering a signed
  8 10 original statement of resignation to the secretary of state
  8 11 and sending a copy of the resignation by certified mail to the
  8 12 corporation.  The agent must certify to the secretary of state
  8 13 that the copy has been sent to the corporation.  The
  8 14 termination is effective on the date the statement is filed
  8 15 with the secretary of state.  The statement may also contain a
  8 16 statement that the registered office is also discontinued.
  8 17 Currently, the agent must file a written notice of resignation
  8 18 in duplicate with the secretary of state and the secretary of
  8 19 state must send a copy of the resignation to the corporation.  
  8 20 LSB 1040DP 77
  8 21 mj/sc/14
     

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