FOR DISCUSSION ONLY
HARMONIZED
MODEL REGISTERED AGENTS ACT
(Amendments to
Model Registered Agents Act and
Amendments to
Entity Acts to Rationalize Annual Filings)
____________________________________________
NATIONAL
CONFERENCE OF COMMISSIONERS
ON
UNIFORM STATE LAWS
______________________________________________________
For January 28-30,
2011 Drafting Committee Meeting
on Harmonization of Business
Entity Acts
Without Comments, but with Reporters’ Notes
Strike and Score Version
Copyright
©2010
By
NATIONAL
CONFERENCE OF COMMISSIONERS
ON
UNIFORM STATE LAWS
______________________________________________________________________________
The
ideas and conclusions set forth in this draft, including the proposed statutory
language and any comments or reporter=s notes, have not been
passed upon by the National Conference of Commissioners on Uniform State Laws
or the Drafting Committee. They do not
necessarily reflect the views of the Conference and its Commissioners and the
Drafting Committee and its Members and Reporter. Proposed statutory language may not be used
to ascertain the intent or meaning of any promulgated final statutory proposal.
January 7, 2011
DRAFTING COMMITTEE ON HARMONIZATION OF BUSINESS ENTITY ACTS
The Committee appointed by and
representing the National Conference of Commissioners on Uniform State Laws in
preparing this Act consists of the following individuals:
HARRY J. HAYNSWORTH, 2200 IDS Center, 80 S. 8th St., Minneapolis, MN 55402, Chair
WILLIAM H. CLARK,
One Logan Square, 18th and Cherry Sts., Philadelphia, PA 19103-6996, Vice-Chair
ANN E. CONAWAY, Widener University School of Law, 4601 Concord Pike, Wilmington, DE 19803
THOMAS E. GEU, University of South Dakota School of Law, 414 Clark St., Suite 214, Vermillion, SD 57069-2390
DALE G. HIGER, 1302 Warm Springs Ave., Boise, ID 83712
JAMES C. MCKAY, Office of the Attorney General for the District of Columbia, 441 Fourth St. NW, 6th Floor S., Washington, DC 20001
MARILYN E. PHELAN, 306 Peninsula Ct., Granbury, TX 76048
WILLIAM J. QUINLAN, Two First National Plaza, 20 S. Clark St., Suite 2900, Chicago, IL 60603
KEVIN P. SUMIDA, 735 Bishop St., Suite 411, Honolulu, HI 96813
JUSTIN L. VIGDOR, 2400 Chase Sq., Rochester, NY 14604
DAVID S. WALKER, Drake University Law School, 2507 University Ave., Des Moines, IA 50311
CARTER G. BISHOP,
Suffolk University Law School, 120 Tremont St., Boston, MA 02108-4977, Co-Reporter
DANIEL S.
KLEINBERGER, William Mitchell College of Law, 875 Summit Ave., St. Paul, MN
55105, Co-Reporter
EX OFFICIO
ROBERT A. STEIN,
University of Minnesota Law School, 229 19th Ave. S., Minneapolis, MN 55455, President
MARILYN E.
PHELAN, 306 Peninsula Ct., Granbury, TX 76048, Division Chair
AMERICAN BAR ASSOCIATION ADVISOR
ROBERT R. KEATINGE, 555 17th St., Suite 3200, Denver, CO 80202-3979, ABA Advisor
WILLIAM J. CALLISON, 3200 Wells Fargo Center, 1700 Lincoln St., Denver, CO 80203, ABA Section Advisor
ALLAN G. DONN,
Wells Fargo Center, 440 Monticello Ave., Suite 2200, Norfolk, VA 23510-2243, ABA Section Advisor
WILLIAM S. FORSBERG, 150 S. Fifth St., Suite 2300, Minneapolis, MN 55402-4238, ABA Section Advisor
BARRY B. NEKRITZ, 8000 Willis Tower, 233 S. Wacker Dr., Chicago, IL 60606, ABA Section Advisor
JAMES J. WHEATON,
222 Central Park Ave., Suite 2000, Virginia Beach, VA 23462, ABA Section Advisor
EXECUTIVE DIRECTOR
JOHN A. SEBERT, 111 N. Wabash Ave., Suite 1010, Chicago, IL 60602, Executive Director
Copies of this Act may be obtained from:
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS
111 N. Wabash Ave., Suite 1010
Chicago, Illinois 60602
312/450-6600
www.nccusl.org
HARMONIZED MODEL REGISTERED AGENTS ACT
TABLE OF CONTENTS
Section
4. Addresses in filings
Section
5. Appointment Designation of registered
agent
Section
6. LISTING of commercial registered
agent
Section
7. TERMINATION of LISTING OF commercial
registered agent
Section
8. Change of registered agent by entity
Section
9. Change of name OR address by
NONCOMMERCIAL registered agent
Section
11. Resignation of registered agent
Section
13. Service of process, NOTICE, OR
DEMAND on entities
Section
14. DutIES of registered agent
Section
15. JURISDICTION AND VENUE
SECTION
16. Consistency of application
Section
17. Relation to Electronic Signatures in
Global and National Commerce Act
The proposed revisions to the text of the act set forth in this document have been prepared as part of a project that has two purposes: (i) to harmonize the language of all of the unincorporated entity laws, and (ii) to revise the language of each of those acts in a manner that permits their integration into a single code of entity laws.
The Reporters’ Notes in this document are limited to explaining the source of certain of the proposed changes. Following the approval of the changes in this document by the Conference, the Reporters’ Notes will be replaced with more usual comments that explain the provisions of the act.
The harmonization process has involved the revision of the following acts, some of which are referred to in the Reporters’ Notes by the abbreviations listed below:
HUB Business Organizations Act
META Model Entity Transactions Act
MORAA Model Registered Agents Act
UPA Uniform Partnership Act (1997)
ULPA Uniform Limited Partnership Act (2001)
ULLCA Uniform Limited Liability Company Act (200_)
USTEA Uniform Statutory Trust Entity Act
Coop Act Uniform Limited Cooperative Association Act
UUNAA Uniform Unincorporated Nonprofit Association Act (200_)
Changes to the currently effective
text of the act are shown by striking through text to be deleted and underlining
text to be added. Changes that adopt
language from the HUB or META, or are merely relocations of current language or
corrections to cross references, are shown in black type. Changes that adopt
language from other unincorporated entity laws are shown in blue type. Changes that do not
have a source in one of the existing unincorporated entity laws are shown in
red type.
As originally promulgated by the Conference, the act included a series of amendments to other uniform and model entity laws designed to rationalize the annual reports required to be filed under those laws. Those amendments are no longer needed as part of the act because the harmonization project has included conforming all of the annual report requirements.
HARMONIZED MODEL
REGISTERED AGENTS ACT
Section 1. Short title. This [act] may be cited as the Model Registered Agents Act.
Section 2. Definitions. In this [act]:
(1)
“Appointment of agent” means a statement appointing ana
registered agent for service of process filed by:
(A) a domestic or foreign unincorporated nonprofit association under [Section 10 of the Uniform Unincorporated Nonprofit Association Act]; or
(B) a domestic entity that is not a filing entity or a nonqualified foreign entity under Section 12.
(2)
“Commercial registered agent” means an individual or a domestic or
foreign entitya person listed under Section 6.
(3) “Distributional interest” means the right
under an unincorporated entity’s organic law and organic rules to receive distributions
from the entity.
(3)(4) “Domestic entity”, with respect to
an entity, means an entity whose internal affairs are governed as
to its internal affairs by the law of this state.
(4)(5) “Entity” means a person that has a separate
legal existence separate from any interest holder of that person or that
has the power to acquire an interest in real property in its own name other
than:
(A) an individual;
(B) a testamentary, inter vivos, or charitable
trust, with the exception of except a, business trust
statutory trust, business trust or similar common-law business
trust;
(C)
an association or relationship that is
not a partnership solely by reason of [Section 202(c) of the Uniform
Partnership Act (1997)] or a similar provision of the law of any other another
jurisdiction;
(D) a decedent’s estate; or
(E)
a public corporation, government
or a governmental subdivision, agency, or instrumentality, or
quasi-governmental instrumentality.
(5)(6) “Filing entity” means
an entity that is createdformed by the filing of a
public organic documentrecord.
(6)(7) “Foreign entity” means an entity other than a
domestic entity.
(7)(8) “Foreign qualificationregistration
document” means an application for a certificate of authorityregistration
to do business in this state or other foreign qualification filing with the
[Secretary of State] by a foreign entity.
(8)(9) “Governance interest” means the a right
under the organic law or organic rules of an unincorporated entity,
other than as a governor, agent, assignee, or proxy, to:
(A) receive or demand access to information concerning, or the books and records of, the entity;
(B) vote for the election of the governors of the entity; or
(C) receive notice of or vote on any or all issuesissue involving
the internal affairs of the entity.
(9)(10) “Governor” means a person by or under whose
authority the powers of an entity are exercised and under whose direction the business
activities and affairs of the entity are managed pursuant to the organic
law and organic rules of the entity.
(10)(11) “Interest” means:
(A) a governance interest in an unincorporated entity;
(B)
a transferabledistributional
interest in an unincorporated entity; or
(C) a share or membership in a corporation.
(11)(12) “Interest holder” means a direct holder of an
interest.
(12)(13) “Jurisdiction of organization,formation”
with respect to an entity, means the jurisdiction whose law includes the
organic law of thean entity.
(13)(14) “Noncommercial registered agent” means a
person that is not listed as a commercial registered agent under Section 6 and
that is:
(A) an individual or a domestic or foreign entity
that serves in this state as the registered agent
for service of process of an entity; or
(B) the individual who holds the office or other
position in an entity that is designated as the registered
agent for service of process pursuant
to Section 5(a)(2)(B).
(14)(15) “Nonqualified foreign entity” means a foreign entity that is not authorizedregistered
to transactdo business in this state pursuant to a filing withstatement
of registration filed by the [Secretary of State].
(15)(16) “Nonresident LLP statement” means:
(A) a statement of qualification of a domestic limited liability partnership that does not have an office in this state; or
(B) a statement of foreign qualification of a foreign limited liability partnership that does not have an office in this state.
(16)(17) “Organic law” means the statutes, if any,
other than this [act], law of an entity’s jurisdiction of formation
governing the internal affairs of anthe entity.
(17)(18) “Organic rules” means the public organic document
record and private organic rules of an entity.
(18)(19) “Person” means an individual, business
corporation, nonprofit corporation, estate, trust, partnership, limited
partnership, limited liability company, [general cooperative
association], limited cooperative association, business or
similar trust, unincorporated nonprofit association, statutory
trust, business trust, or common-law business trust, estate, trust,
association, joint venture, public corporation, government or governmental
subdivision, agency, or instrumentality, or any other legal or commercial
entity.
(19)(20) “Private organic rules” meanmeans
the rules, whether or not in a record, that govern the internal affairs of an
entity, are binding on all of its interest holders, and are not part of its
public organic document record, if any.
(20)(21) “Public organic documentrecord” means the public record the filing
of which creates by
the [Secretary of State] forms an entity, and any
amendment to or restatement of that record.
(21) “Qualified foreign entity” means a foreign
entity that is authorized to transact business in this state pursuant to a filing
with the [Secretary of State].
(22) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(23) “Registered agent” means a commercial registered agent or a noncommercial registered agent.
(24) “Registered agent filing” means:
(A) the public organic documentrecord
of a domestic filing entity;
(B) a nonresident LLP statement;
(C) a foreign qualificationregistration
document; or
(D) an appointment of agent.
(25) “Registered foreign entity” means a foreign
entity that is registered to do business in this state pursuant to a foreign registration
document filed by the [Secretary of State].
(25)(26) “Represented entity” means:
(A) a domestic filing entity;
(B) a domestic or qualified foreign limited liability partnership that does not have an office in this state;
(C) a qualifiedregistered foreign
entity;
(D) a domestic or foreign unincorporated nonprofit association for which an appointment of agent has been filed;
(E) a domestic entity that is not a filing entity for which an appointment of agent has been filed; or
(F) a nonqualified foreign entity for which an appointment of agent has been filed.
(26)(27) “Sign” means, with present intent to
authenticate or adopt a record:
(A) to execute or adopt a tangible symbol; or
(B) to attach to or logically associate with the
record an electronic sound, symbol, sound, or process.
(27) “Transferable interest” means the right under
an entity’s organic law to receive distributions from the entity.
(28)
“Type, of entity” with respect to an entity, means
a generic form of entity:
(A) recognized at common law; or
(B) organized formed under an
organic law, whether or not some entities organized formed under
that organic law are subject to provisions of that law that create different
categories of the form of entity.
Reporters’ Notes
Changes conform the language of the section to HUB §§ 1-102 and 1-401.
“Nonresident LLP statement.” This definition is limited to those LLPs that do not have an office in the state because LLPs that have an in-state office are not required to designate a registered agent. See UPA §§ 1001(c)(3) and 1102(a)(3). Consideration should be given to requiring a registered agent for all LLPs.
(a) The [Secretary of State] shall collect the following fees when a filing is made under this [act]:
document fee
(1) commercial registered agent listing statement $__
(2) commercial registered agent termination $__
statement
(3) statement of change $__
(4) statement of resignation no fee
(5) statement appointing
ana registered agent for service
of
process $__
(b) The [Secretary of State] shall collect the following fees for copying and certifying a copy of any document filed under this [act]:
(1) $__ a page for copying; and
(2) $__ for a certificate.
Section 4. Addresses
in filings. WheneverIf a provision
of this [act] other than Section 11(a)(4) requires that a filingrecord
state an address, the filingrecord must state:
(1)
an actual a street address or rural route box number
in this state; and
(2) a mailing address in this state, if different from the address under paragraph (1).
Reporters’ Notes
Changes conform the language of the section to HUB § 1-403.
Section 5.
Appointment Designation of registered agent.
(a) A registered agent filing must state:
(1) the name of the represented entity’s commercial registered agent; or
(2) if the entity does not have a commercial registered agent:
(A) the name and address of the entity’s noncommercial registered agent; or
(B) the title of an office or other position with
the entity if service of process, notices, and demands isare
to be sent to the personindividual holding that office or
position, and the address of the business office of that personindividual.
(b)
The appointment designation of
a registered agent pursuant to subsection (a)(1) or (2)(A) is an affirmation of
fact by the represented entity that the agent has consented to serve as
such.
(c) The [Secretary of State] shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) be available for at least 14 calendar days;
(2) list in alphabetical order the names of the registered agents; and
(3) state the type of filing and name of the represented entity making the filing.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-404.
Section 6. LISTING of
commercial registered agent.
(a) An
individual or a domestic or foreign entity A person may become
listed as a commercial registered agent by filing with the [Secretary of State]
a commercial registered agentcommercial-registered-agent listing
statement signed by or on behalf of the person which states:
(1) the name of the individual or the name of
the entity, type of entity, and jurisdiction of organizationformation
of the entity;
(2) that the person is in the business of serving as a commercial registered agent in this state; and
(3) the address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.
(b) A commercial registered agentcommercial-registered-agent
listing statement may include the information regarding acceptance of service
of process, notices, and demands in a form other than a written record
by the commercial registered agentas provided for in Section
13(d).
(c)
If the name of a person filing a commercial registered agentcommercial-registered-agent
listing statement is not distinguishable on the records of the [Secretary of
State] from the name of another commercial registered agent listed under this
section, the person must adopt a fictitious name that is distinguishable and
use that name in its statement and when it does business in this state as a
commercial registered agent.
(d) A commercial registered agent listing statement takes effect on filing.
(e)
The [Secretary of State] shall note the filing of the commercial
registered agentcommercial-registered-agent listing statement in the
index of filings maintained by the [Secretary of State] for each entity
represented by the registered agent at the time of the filing. The statement has the effect of deleting the
address of the registered agent from the registered agent filing of each of
those entities.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-405.
Section 7.
TERMINATION of LISTING OF commercial registered agent.
(a)
A commercial registered agent may terminate its listing as a commercial
registered agent by filing with the [Secretary of State] a commercial registered
agentcommercial-registered-agent termination statement signed by or
on behalf of the agent which states:
(1) the name of the agent as currently listed under Section 6; and
(2) that the agent is no longer in the business of serving as a commercial registered agent in this state.
(b)
A commercial registered agentcommercial-registered-agent
termination statement takes effect at 12:01 a.m. on the 31st day after
the day on which it is fileddelivered to the [Secretary of State] for
filing.
(c) The commercial registered agent shall promptly
shall furnish each entity represented by it withthe agent
notice in a record of the filing of the commercial registered agentcommercial-registered-agent
termination statement.
(d)
When a commercial registered agentcommercial-registered-agent
termination statement takes effect, the registered agent ceases to be anthe
agent for service of process on each entity formerly represented by
it. Until an entity formerly represented
by a terminated commercial registered agent appoints a new registered agent,
service of process may be made on the entity as provided inpursuant
to Section 13. Termination of the
listing of a commercial registered agent under this section does not affect any
contractual rights a represented entity may havehas against the
agent or that the agent may havehas against the entity.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-406.
Section 8. Change of
registered agent by entity.
(a) A represented entity may change the
information currently on file under Section 5(a) by filing withdelivering
to the [Secretary of State] for filing a statement of change signed on
behalf ofby the entity which states:
(1) the name of the entity; and
(2) the information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governors of a domestic entity need not approve the filing of:
(1) a statement of change under this section; or
(2) a similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(c)
The appointment of a registered agent
pursuant to subsection (a)A statement of change under this section
appointing a new registered agent is an affirmation of fact by the
represented entity that the agent has consented to serve as such.
(d) A statement of change filed under this section takes effect on filing.
(e)
As an alternative to using the proceduresprocedure
in this section, a represented entity may change the information currently on
file under Section 5(a) by amending its most recent registered agent filing in thea
manner provided by the lawslaw of this state other than this
[act] for amending thatthe filing.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-407.
Section 9. Change of
name OR address by NONCOMMERCIAL registered agent.
(a)
If a noncommercial registered agent
changes its name or its address as currently in effect with respect to a
represented entity pursuant tounder Section 5(a), the agent shall
file withdeliver to the [Secretary of State] for filing,
with respect to each entity represented by the agent, a statement of change
signed by or on behalf of the agent which states:
(1) the name of the entity;
(2) the name and address of the agent as
currently in effect with respect to the entity;
(3) if the name of the agent has changed, itsthe
new name; and
(4) if the address of the agent has changed, the new address.
(b) A statement of change filed under this section takes effect on filing.
(c)
A noncommercial registered agent shall
promptly shall furnish the represented entity with notice in a
record of the filingdelivery to the [Secretary of State] for filing
of a statement of change and the changes made by the filingin the
statement.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-408.
Section 10. Change of
name, address, OR TYPE OF ORGANIZATIONENTITY, OR JURISDICTION OF FORMATION by
commercial registered agent.
(a)
If a commercial registered agent changes
its name, its address as currently listed under Section 6(a), its
type of entity, or its type or jurisdiction of organizationformation,
the agent shall file withdeliver to the [Secretary of State] for
filing a statement of change signed by or on behalf of the agent
which states:
(1) the name of the agent as currently listed
under Section 6(a);
(2) if the name of the agent has changed, itsthe
new name;
(3) if the address of the agent has changed, the
new address; and
(4) if the type of entity of the agent has
changed, the type of entity; and
(5) if the type or jurisdiction of organizationformation
of the agent has changed, the new type or jurisdiction of organizationformation.
(b)
The delivery to the [Secretary of
State] for filing by a commercial registered agent of a statement of
change under subsection (a) is effective to change the information regarding
the commercial registered agent with respect to each entity represented
by the agent.
(c) A statement of change filed under this section takes effect on filing.
(d)
A commercial registered agent shall promptly
shall furnish each entity represented by it with notice in a
record of the delivery to the [Secretary of State] for filing of a
statement of change relating to the name or address of the agent and the
changes made by the filingin the statement.
(e) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the [Secretary of State] may cancel the listing of the agent under Section 6. A cancellation under this subsection has the same effect as a termination under Section 7. Promptly after canceling the listing of an agent, the [Secretary of State] shall serve notice in a record in the manner provided in Section 13(b) or (c) on:
(1) each entity represented by the agent, stating
that the agent has ceased to be anthe registered agent for service
of process on the entity and that, until the entity appoints a new
registered agent, service of process may be made on the entity as provided in
Section 13; and
(2) the agent, stating that the listing of the agent has been canceled under this section.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-409.
Section 11. Resignation
of registered agent.
(a)
A registered agent may resign at any
time with respect toas agent for a represented entity by filing
withdelivering to the [Secretary of State] for filing a
statement of resignation signed by or on behalf of the agent which
states:
(1) the name of the entity;
(2) the name of the agent;
(3) that the agent resigns from serving as registered
agent for service of process for the entity; and
(4) the name and address of the personentity
to which the agent will send the notice required by subsection (c).
(b)
A statement of resignation takes effect
on the earlier of the 31st day after the day on which it is filed by the
[Secretary of State] or the appointmentdesignation of a new
registered agent for the represented entity.
(c)
TheA registered agent shall
promptly shall furnish the represented entity notice in a record of
the date on which a statement of resignation was filed.
(d)
When a statement of resignation takes
effect, the registered agent ceases to have responsibility for any matter
tendered to it as agent for the represented entity. AThe resignation under this
section does not affect any contractual rights the entity has against the
agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-410.
Section 12.
APPOINTMENT of REGISTERED agent BY NONFILING OR NONQUALIFIED FOREIGN
ENTITY OR NONFILING DOMESTIC ENTITY.
(a)
A domestic entity that is not a
filing entity or a nonqualified foreign entity or domestic entity that
is not a filing entity may file withdeliver to the [Secretary
of State] for filing a statement appointing ana registered
agent for service of process signed on behalf ofby the
entity which states:
(1) the name, type of entity, and
jurisdiction of organizationformation of the entity; and
(2) the information required by Section 5(a).
(b)
A statement appointing ana
registered agent for service of process takes effect on filing
and is effective for five years after the date of filing unless cancelled or
terminated earlier.
(c)
The appointmentAppointment of a registered agent under
this section does not qualify a nonqualified foreign entity to do business in
this state and is not sufficient alone to create personal jurisdiction over
the nonqualified foreign entity in this state.
(d)
A statement appointing ana registered agent for service
of process may not be rejected for filing because the name of the entity filingsigning
the statement is not distinguishable on the records of the [Secretary of State]
from the name of another entity appearing in those records. The filing of such a statement appointing
an agent for service of process does not make the name of the entity filingsigning
the statement unavailable for use by another entity.
(e)
An entity that has fileddelivers to the [Secretary of State]
for filing a statement under subsection (a) appointing ana
registered agent for service of process may cancel the statement by delivering
to the [Secretary of State] for filing a statement of cancellation, which
shall take effect upon filing, and must state the name of the entity and that
the entity is canceling its appointment of ana registered agent for
service of process in this state.
A statement appointing an agent for service of process which has not
been canceled earlier is effective for a period of five years after the date of
filing.
(f)
A statement appointing ana registered agent for service
of process for a nonqualified foreign entity terminates automatically on
the date the entity becomes a qualifiedregistered foreign entity.
Reporters’ Notes
Changes conform the language of the section to HUB § 1-411.
Section 13. Service
of process, NOTICE, OR DEMAND on entities.
(a)
A registered agent is an agent of the
represented entity authorized to receive service ofrepresented entity
may be served with any process, notice, or demand required or permitted by
law to be served on the entityby serving its registered agent.
(b)
If ana represented entity that
previously filed a registered agent filing with the [Secretary of State] no
longer hasceases to have a registered agent, or if its registered
agent cannot with reasonable diligence be served, the entity may be served by
registered or certified mail, return receipt requested, or by similar
commercial delivery service, addressed to the governors of the entity by
name at its principal office in accordance with any applicable judicial rules
and procedures. The names of the
governors and the address of the principal office may be as shown in the most
recent annual[annual] [biennial] report filed with the [Secretary
of State]. Service is perfectedExcept
as provided by any applicable judicial rules and procedures, service is effected
under this subsection aton the earliest of:
(1) the date the entity receives the mail or delivery by a similar commercial delivery service;
(2) the date shown on the return receipt, if signed on behalf of the entity; or
(3) five days after its deposit with the United States Postal Service, or similar commercial delivery service, if correctly addressed and with sufficient postage or payment.
(c) If process, notice, or demand cannot be
served on an entity pursuant to subsection (a) or (b), service of process may
be made by handing a copy to the manager, clerk, or other personindividual
in charge of any regular place of business or activity of the entity if the personindividual
served is not a plaintiff in the action.
(d) Service of process, notice, or demand on a
registered agent must be in the form of a written documentrecord,
except thatbut service may be made on a commercial registered
agent in such other forms of a record, and subject to such
requirements, as the agent has stated from time to time in its
listing under Section 6 that it will accept.
(e)
Service of process, notice, or demand may be perfectedmade
by any other means prescribed byunder law other than this [act].
Reporters’ Notes
Changes conform the language of the section to HUB § 1-412.
Section 14. DutIES of registered agent. The only duties under this [act] of a registered agent that has complied with this [act] are:
(1)
to forward to the represented entity at the address most recently
supplied to the agent by the entity any process, notice, or demand thatpertaining
to the entity which is served on or received by the agent;
(2) to provide the notices required by this [act] to the entity at the address most recently supplied to the agent by the entity;
(3) if the agent is a noncommercial registered agent, to keep current the information required by Section 5(a) in the most recent registered agent filing for the entity; and
(4) if the agent is a commercial registered agent, to keep current the information listed for it under Section 6(a).
Reporters’ Notes
Changes are intended to clarify the language of the section. The rule of this section is limited to duties under this act and a registered agent may also have duties under other law, a contract with a represented entity, etc.
Section 15.
JURISDICTION AND VENUE. The appointment or maintenance in this state
of a registered agent does not by itself create the basis for personal
jurisdiction over the represented entity in this state. The address of the agent does not determine
venue in an action or proceeding involving the entity.
SECTION 16. Consistency of application. In applying and construing this [act], consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
Section 17. Relation to Electronic Signatures in Global and National Commerce Act. This [act] modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b).
Section 18. Savings clause. This [act] does not affect an action or proceeding commenced or right accrued before the effective date of this [act].
Section 19. Effective date. This [act] takes effect ______________ .