HARMONIZED UNIFORM
BUSINESS ORGANIZATIONS CODE
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
Comments to the act have been omitted from this document to reduce its
length. Following the approval of the
changes in this document by the Conference, the Comments will be restored with
appropriate changes.
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:
Business Organizations Act
Model Entity Transactions Act (“META”)
Model Registered Agents Act (“MORAA”)
Uniform Partnership Act (1997)
Uniform Limited Partnership Act (2001)
Uniform Limited Liability Company Act (2006)
Uniform Statutory Trust Entity Act
Uniform Limited Cooperative Association Act
Uniform Unincorporated Nonprofit Association
Act (2008)
Changes
to the currently effective text of the act are shown by striking through
text to be deleted and underlining text to be added. Regular type is used to show changes that (i)
adopt language from META or MORAA, (ii) are merely relocations of current
language, or (iii) are corrections for the sake of internal consistency within
the act. Changes that adopt language from other unincorporated entity laws are
shown in italics. Changes that do not
have a source in one of the existing unincorporated entity laws are shown in
small caps. The changes shown in small caps made
in this act are replicated in other acts as a matter of harmonization and are
shown in those acts in regular type.
HARMONIZED UNIFORM BUSINESS
ORGANIZATIONS ACT CODE
SECTION 1-101.
SHORT TITLES.
(a) This [act] may be cited as the Uniform
Business Organizations Act Code.
(b) This [article] may be cited as the Uniform
Business Organizations Act Code - General Provisions.
(c) [Part] 4 may be cited as the Model Registered
Agents Act.
SECTION 1-102.
DEFINITIONS. In this [act], except as otherwise provided
in definitions of the same terms in other articles of this [act]:
(1) “[Annual] [Biennial] report” means the report
required by Section 1-211.
(2) “Business corporation” means
a domestic business corporation incorporated under or subject to [Article] 3 or
a foreign business corporation.
(3) “Business
trust” means a trust formed under the statutory law of another state which is
not a foreign statutory trust and does not have a predominately donative
purpose.
(3) (4) “Commercial registered agent” means
a person listed under Section 1-405.
(5) “Common-law
business trust” means a common-law trust that does not have a predominately
donative purpose.
(4) (6) “Debtor in bankruptcy” means a
person that is the subject of:
(A) an order for
relief under Title 11 of the United States Code or a comparable order under a
successor statute of general application; or
(B) a comparable
order under federal, state, or foreign law governing insolvency.
(7) “Distributional
interest” means the right under an unincorporated entity’s organic law and
organic rules to receive distributions from the entity.
(5) (8) “Domestic”, with respect to an
entity, means governed as to its internal affairs by the law of this state.
(6) (9) “Effective date”, when referring to
a record filed by the [Secretary of State], means the time and date determined
in accordance with Section 1-203.
(7) (10) “Entity”:
(A) means:
(i) a
business corporation;
(ii) a
nonprofit corporation;
(iii) a
general partnership, including a
limited liability partnership;
(iv) a
limited partnership, including a
limited liability limited partnership;
(v) a
limited liability company;
[(vi) a
general cooperative association;]
(vii) a
limited cooperative association;
(viii) an
unincorporated nonprofit association;
(ix) a statutory trust,
business trust, or common-law business trust; or
(x)
any other person that has:
(I) a legal
existence separate from any interest holder of that person; or that
has
(II) the power to acquire an interest in real property in its own
name; and
(B)
does not include:
(i) an
individual;
(ii) a
testamentary, or inter vivos, trust with a predominately donative purpose
or a charitable trust, except a statutory trust, business trust, or
common-law business trust;
(iii) an
association or relationship that is not a partnership solely by reason of
[Section 202(c) of the Revised Uniform Partnership Act] [Section 7 of the
Uniform Partnership Act] or a similar provision of the law of another
jurisdiction;
(iv) a
decedent’s estate; [or]
(v) a
government or a governmental subdivision, agency, or instrumentality [; or]
[(vi) an
entity a person excluded under Section 1-106].
(8) (11) “Entity filing” means a record
delivered for filing to the [Secretary of State] for filing
pursuant to this [act].
(9) (12) “Filed record” means a record
filed by the [Secretary of State] pursuant to this [article] [act].
(10) (13) “Filing entity” means an entity that is formed by whose formation requires the
filing of a public organic
record. The term does not include a limited liability partnership.
(11) (14) “Foreign”, with respect to an
entity, means governed as to its internal affairs by the law of a jurisdiction
other than this state.
[(12) (15) “General cooperative
association” means a domestic general cooperative association formed under or
subject to [cite statute of this state under which an incorporated cooperative
association is formed] or a foreign general cooperative association.]
(13) (16) “General partnership” means a
domestic general partnership formed under or subject to [Article] 5 or a
foreign general partnership. The term
includes a limited liability partnership.
(14) (17) “Governance interest” means 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 issues an issue involving the internal
affairs of the entity.
(15) (18) “Governor” means:
(A) a director of a
business corporation;
(B) a director or
trustee of a nonprofit corporation;
(C) a general
partner of a general partnership;
(D) a general
partner of a limited partnership;
(E) a manager of a
manager-managed limited liability company;
(F) a member of a
member-managed limited liability company;
[(G) a director of a general cooperative association;]
(H) a director of a
limited cooperative association;
(I) a manager of an unincorporated nonprofit
association;
(J) a trustee of a
statutory trust, business trust, or common-law business trust; or
(K) any other person 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 entity’s organic law and
organic rules of the entity.
(16) (19) “Interest” means:
(A) a share in a
business corporation;
(B) a membership in
a nonprofit corporation;
(C) a partnership
interest in a general partnership;
(D) a partnership interest in a limited
partnership;
(E) a membership
interest in a limited liability company;
[(F) a share in a
general cooperative association;]
(G) a member’s
interest in a limited cooperative association;
(H) a membership in
an unincorporated nonprofit association;
(I) a beneficial interest in a statutory
trust, business trust, or common-law business trust; or
(J) a governance
interest or transferable distributional interest in any other
type of unincorporated entity.
(17) (20) “Interest holder” means:
(A) a shareholder of
a business corporation;
(B) a member of a
nonprofit corporation;
(C) a general
partner of a general partnership;
(D) a general
partner of a limited partnership;
(E) a limited
partner of a limited partnership;
(F) a member of a
limited liability company;
[(G) a shareholder
of a general cooperative association;]
(H) a member of a
limited cooperative association;
(I) a member of an unincorporated nonprofit
association;
(J) a beneficiary or beneficial owner of a
statutory trust, business trust, or common-law business trust; or
(K) any other direct
holder of an interest.
(18) (21) “Jurisdiction”, used to refer to
a political entity, means the United States, a state, a foreign country, or a
political subdivision of a foreign country.
(19) (22) “Jurisdiction of formation” means
the jurisdiction whose law includes the organic law of an entity.
(20) (23) “Limited cooperative association”
means a domestic limited cooperative association formed under or subject to
[Article] 8 or a foreign limited cooperative association.
(21) (24) “Limited liability company” means
a domestic limited liability company formed under or subject to [Article] 7 or
a foreign limited liability company.
(22) (25) “Limited liability limited
partnership” means a domestic limited liability limited partnership formed
under or subject to [Article] 6 or a foreign limited liability limited
partnership.
(23) (26) “Limited liability partnership”
means a domestic limited liability partnership registered under or subject to
[Article] 5 or a foreign limited liability partnership.
(24) (27) “Limited partnership” means a
domestic limited partnership formed under or subject to [Article] 6 or a
foreign limited partnership. The term includes a limited liability limited
partnership.
(25) (28) “Noncommercial registered agent”
means a person that is not a commercial registered agent and is:
(A) an individual or domestic or foreign entity that serves in
this state as the registered agent for
service of process of an entity; or
(B) an individual who holds the office or
other position in an entity who which is designated as the registered agent for service
of process pursuant to Section
1-404(a)(2)(B).
(26) (29) “Nonfiling
entity” means an entity that is formed other than by filing a public organic
record.
(27) (30) “Nonprofit corporation” means a
domestic nonprofit corporation incorporated under or subject to [Article] 4 or
a foreign nonprofit corporation.
(31) “Nonregistered foreign entity” means a foreign
entity that is not registered to do business in this state pursuant to a
statement of registration filed by the [Secretary of State].
(28) (32) “Organic law” means the law of an
entity’s jurisdiction of formation which governs governing the
internal affairs of the entity.
(29) (33) “Organic rules” means the public
organic record and private organic rules of an entity.
(30) (34) “Person” means an individual,
business corporation, nonprofit corporation, partnership, limited partnership,
limited liability company, [general cooperative association,] limited
cooperative association, 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.
(31) (35) “Principal office” means the principal executive office of an
entity, whether or not the
office is located in or
outside this state, designated by a filing entity as its
principal office in the most recent filed record that contains that designation.
(32) (36) “Private organic rules” means 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 record, if any. The term
includes:
(A) the bylaws of a
business corporation;
(B) the bylaws of a
nonprofit corporation;
(C) the partnership
agreement of a general partnership;
(D) the partnership
agreement of a limited partnership;
(E) the operating
agreement of a limited liability company;
[(F) the bylaws of a
general cooperative association;]
(G) the bylaws of a
limited cooperative association;
(H) the governing principles of an
unincorporated nonprofit association; and
(I) the governing
trust instrument of a statutory trust, or similar
rules of a business trust, or common-law business trust.
(33) (37) “Proceeding” includes a civil
action, arbitration, mediation, administrative proceeding, criminal
prosecution, and investigatory action.
(34) (38) “Property” means all property, whether real, personal, or mixed,
or tangible or intangible, or any right
or interest therein.
(35) (39) “Public organic record” means the
record the public filing of which by
the [Secretary of State] is required to form forms an entity and any amendment to or
restatement of that record. The term
includes:
(A) the articles of
incorporation of a business corporation;
(B) the articles of
incorporation of a nonprofit corporation;
(C) the certificate
of limited partnership of a limited partnership;
(D) the certificate
of organization of a limited liability company;
[(E) the articles of
incorporation of a general cooperative association;]
(F) the articles of
organization of a limited cooperative association; and
(G) the certificate of trust of a statutory
trust, or similar record of a business
trust, or common-law business trust.
(36) “Qualified
foreign entity” means a foreign entity that is authorized to do business in
this state pursuant to a statement of registration filed by the [Secretary of
State].
(37) (40) “Receipt”, as used in this
[article], means actual receipt. “Receive” has a corresponding meaning.
(38) (41) “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.
(39) (42) “Registered agent” means an agent
of an entity which is authorized to receive service of any process, notice, or
demand required or permitted by law to be served on the entity. The term includes a commercial registered
agent and a noncommercial registered agent.
(43)
“Registered foreign entity” means a foreign entity that is registered to do
business in this state pursuant to a statement of registration filed by the
[Secretary of State].
(40) (44) “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 symbol, sound, or process.
(41) (45) “State” means a state of the
United States, the District of Columbia, Puerto Rico, the United States Virgin
Islands, or any territory or insular possession subject to the jurisdiction of
the United States.
(42) (46) “Statutory
trust” means a domestic statutory trust formed under or subject to [Article] 10
8 or a foreign statutory trust formed under the statutory law of a jurisdiction other than this
state which would be a statutory trust if formed under the law of this state.
(43) (47) “Transfer” includes:
(A) an
assignment,;
(B) a conveyance,;
(C) a sale,;
(D) a lease, mortgage, and;
(E) an encumbrance, including a mortgage or security interest;
(F) a
gift; and
(G) a
transfer by operation of law.
(44) “Transferable interest”
means the right under an unincorporated entity’s organic law to receive
distributions from the entity.
(45) (48) “Type of entity” means a generic
form of entity:
(A) recognized at
common law; or
(B) formed under an organic law, whether or
not some entities formed under that organic law are subject to
provisions of that law that create different categories of the form of entity.
(46) (49) “Unincorporated nonprofit
association” means a domestic unincorporated nonprofit association formed under
or subject to [Article] 9 or a foreign
unincorporated nonprofit association formed
under the law of a jurisdiction other than this state which would be an
unincorporated nonprofit association if formed under the law of this state.
(50) “Written” means inscribed on a tangible
medium. “Writing” has a corresponding
meaning.
Reporters’ Note
Substitution
of “distributional interest” for “transferable interest” made for purposes of
clarity. The term is intended to be
broader than a transferable interest.
“Entity.” The changes in paragraph (B)(ii)
are based on the conceptual framework developed in USTEA to differentiate
statutory and business trusts from other types of trusts. “Entity” changed to “person” in paragraph (B)(vi) to reflect the scope of Section 1-106.
“Noncommercial registered agent.” References to an “agent for service of
process” have been changed to “registered agent” throughout the acts because an
agent may also receive notices and demands under the organic law of a
represented entity.
“Unincorporated nonprofit association.” The changes are intended to make clear that a
foreign unincorporated nonprofit association does not include a nonprofit
limited liability company, nonprofit limited liability partnership, or
nonprofit statutory business trust.
SECTION 1-103.
APPLICABILITY OF [ARTICLE]. This [article] applies to an entity formed
under or subject to this [act].
SECTION 1-104.
DELIVERY OF RECORD.
(a) Except as
otherwise provided in this [act], permissible means of delivery of a record
include delivery by hand, mail by
the United States Postal Service, commercial delivery service, and electronic
transmission.
(b) Delivery to
the [Secretary of State] is effective only when the a
record is received by the [Secretary of State].
SECTION
1-105. RULES AND PROCEDURES. The [Secretary of State] may:
(1) adopt rules to administer this [act] in
accordance with [this state’s administrative procedure act]; and
(2) may prescribe procedures not required to be adopted as rules which that are
reasonably necessary to perform the duties required of the [Secretary of State]
under this [act] and are not required
by [this state’s administrative procedure act] to be adopted as rules.
[SECTION 1-106.
ENTITIES EXCLUSIONS. This [act] does not apply to the following
entities:
(1) ___________________;
(2) ___________________;
(3) ___________________.]
SECTION 1-201.
ENTITY FILING REQUIREMENTS.
(a) To be filed by the [Secretary of State] pursuant to
this [article act], an entity filing must be
received by the [Secretary of State], and must comply with this
[act], and satisfy the following:
(1) The entity filing must be required or
permitted by this [act].
(2) The entity filing must be physically
delivered in written form unless and to the extent the [Secretary of State]
permits electronic delivery of entity filings in other than written form.
(3) The words in the entity filing must be in
English, and numbers must be in Arabic or Roman numerals, but the name of the entity
need not be in English if written in English letters or Arabic or Roman
numerals.
(4) The entity filing must be signed by an individual or on behalf of a person authorized
or required under this
[act] to sign the filing.
(5) The entity
filing must state the name and capacity, if any, of the each
individual who signed it, either on the
individual’s own behalf or on behalf of the person authorized or required to
sign the filing, but need not contain a seal, attestation,
acknowledgment, or verification.
(b) If law other than this [act] prohibits the disclosure
by the [Secretary of State] of information contained in an entity filing, the
[Secretary of State] shall accept the filing if the filing otherwise complies
with this section [act] but may redact the
information.
(c) When an entity filing is delivered to the [Secretary
of State] for filing, any fee required under this [article] and any fee, tax, interest, or penalty required to be
paid under this [article] or law other than this [act] must be paid in a manner
permitted by the [Secretary of State] or by that law.
(d) The [Secretary of State] may require that an entity
filing delivered in written form be accompanied by an identical or conformed
copy.
Reporters’
Note
Changes
to subsection (a)(4) and (5) reflect the fact that entity
filings may be signed by persons who are not individuals (e.g., a certificate
of limited partnership signed by a general partner that is a limited liability
company). Where an entity filing is
signed by an entity, the name and address of the individual signing on behalf
of the entity is required (e.g., the name and address of the individual signing
on behalf of the limited liability company that is the general partner signing
a certificate of limited partnership).
SECTION
1-202. FORMS.
(a) The [Secretary of State] may provide forms for entity
filings required or permitted to be made by this [act], but, except as
otherwise provided in subsection (b), their use is not required.
(b) The [Secretary of State] may require that a cover
sheet for an entity filing and [an annual] [a biennial] report be on forms prescribed by the [Secretary of State].
SECTION 1-203.
EFFECTIVE TIME AND DATE. Except as otherwise provided in Section 1-204 this [act] and subject to
Section 1-205(c)(d), an entity filing is effective:
(1) on the date and at the time
of its filing by the [Secretary of State] as provided in Section 1-206;
(2) on the date of filing and at
the time specified in the entity filing as its effective time, if later than
the time under paragraph (1);
(3) if permitted by this [act], at a specified delayed
effective time and date, which may not be more than 90 days after the date of
filing; or
(4) if a delayed effective date
as permitted by this [act] is specified, but no time is specified, at 12:01
a.m. on the date specified, which may not be more than 90 days after the
date of filing.
SECTION 1-204.
WITHDRAWAL OF FILED RECORD BEFORE EFFECTIVENESS.
(a) The parties to a filed record may withdraw the record Except
as otherwise provided in this [act], a record delivered to the [Secretary of
State] for filing may be withdrawn before it takes effect by delivering to the [Secretary of State]
for filing a statement of withdrawal.
(b) To
withdraw a filed record, the parties to the record must deliver to the [Secretary
of State] for filing a statement of withdrawal.
(c) (b) A statement of withdrawal must:
(1) except as otherwise agreed by the parties,
be signed on behalf of by each party person that signed the filed record
being withdrawn, except as otherwise
agreed by those persons;
(2) identify the filed record to be withdrawn, the date of its filing, and the parties to it; and
(3) if filed
signed by fewer than all parties the persons that signed the record being withdrawn,
state that the filed record has
been is withdrawn in accordance with the agreement of all the
parties persons that signed the record.
(d) (c) On the delivery for filing to
by the [Secretary of State] of a
statement of withdrawal, the action or transaction evidenced by the original filed
record does not take effect.
SECTION 1-205.
CORRECTING FILED RECORD.
(a) A person on whose behalf a filed record was delivered
to the [Secretary of State] for filing may correct the record if:
(1) the record at
the time of filing contained an inaccuracy was inaccurate;
(2) the record was
defectively signed; or
(3) the electronic
transmission of the record to the [Secretary of State] was defective.
(b) To correct a filed record, the parties to the record must deliver a person on whose behalf the record was
delivered to the [Secretary of State] must deliver to the [Secretary of State] for filing a statement of correction.
(c) A statement of correction:
(1) may not state a
delayed effective date;
(2) must be signed on
behalf of by the person correcting the filed record;
(3) must identify
the filed record to be corrected or
have attached a copy and state the date of its filing;
(4) must specify the
inaccuracy or defect to be corrected; and
(5) must correct the
inaccuracy or defect.
(d) A statement of correction is effective as of the
effective date of the filed record that it corrects except as to persons
relying on the uncorrected filed record and adversely affected by the
correction. As to those persons, the
statement of correction is effective when filed.
SECTION 1-206. DUTY OF [SECRETARY OF STATE] TO FILE; REVIEW OF REFUSAL TO FILE.
(a) The [Secretary of State] shall file an entity filing
delivered to the [Secretary of State] for filing which satisfies Section 1-201 this [act]. The duty of the [Secretary of State] under
this section is ministerial.
(b) When the [Secretary of State] files an entity filing,
the [Secretary of State] shall record it as filed on the date and at the
time of its delivery. After filing an
entity filing, the [Secretary of State] shall deliver to the domestic or foreign entity or its
representative person that
submitted the filing a copy of the filing with an acknowledgment of
the date and time of filing.
(c) If the [Secretary of State] refuses to file an entity
filing, the [Secretary of State], not later than [15] business days after
the filing is delivered, shall:
(1) return
the entity filing or notify the person that submitted the filing not later
than [15] business days after the filing is delivered of the refusal;
and
(2) ,
together with provide a brief explanation in a record of the reason
for the refusal.
(d) If the [Secretary of State] refuses to file an entity
filing, the person that submitted the filing may seek review of the refusal by the [appropriate court] under the
following procedures: (1) The review proceeding is commenced by petitioning petition the [the appropriate
court] to compel filing of the filing and by attaching to the petition the. The filing and the explanation of the [Secretary of
State] of the refusal to file must be attached to the petition. (2) The
court may summarily order the
[Secretary of State] to file the filing or take other action the court
considers appropriate decide
the matter in a summary proceeding. (3)
The final decision of the court may be appealed as in other civil proceedings.
(e) The filing of or refusal to file an entity filing
does not: (1) affect the validity or invalidity of the
filing in whole or in part;
(2) affect the correctness or incorrectness of information
contained in the filing; or (3)
create a presumption that the filing
is valid or invalid or that information contained in the filing is
correct or incorrect.
SECTION 1-207.
EVIDENTIARY EFFECT OF COPY OF FILED RECORD. A certification from the [Secretary of State]
accompanying a copy of a filed record is conclusive evidence that the copy is
an accurate representation of the original record on file with the [Secretary
of State].
SECTION 1-208.
CERTIFICATE OF GOOD STANDING OR REGISTRATION.
(a) On request of any person, the [Secretary of State]
shall issue a certificate of good standing for a domestic filing entity or a
certificate of registration for a qualified registered foreign
entity.
(b) A certificate under subsection (a) must state:
(1) the domestic
filing entity’s name or the qualified registered foreign entity’s
name used in this state;
(2) that
the in the case of a
domestic filing entity, is formed under the law of this state that:
(A)
its public organic record has been filed and has taken effect;
(B) the
date of its formation, the public organic record became effective;
and
(C) the
period of its the entity’s duration if the records of the [Secretary of State]
reflect that its period of duration is less
than perpetual, or;
(3) that the
qualified in the case of a registered foreign entity,
that it is registered to do business in this state;
(3) (4) that all fees, taxes, interest, and
penalties owed to this state by the
domestic or foreign entity and
collected through the [Secretary of State] have been paid, if:
(A) payment
is reflected in the records of the [Secretary of State]; and
(B) nonpayment
affects the good standing or registration of the domestic or foreign entity;
(4) (5) that the entity’s most recent [annual] [biennial] report required by Section
1-211 has been delivered for filing to the [Secretary of State] for filing;
(5) (6) that the records of the [Secretary of State] do not
reflect that the entity has not been dissolved; and
(7) that a proceeding
is not pending under Section 1-602; and
(6) (8) other
facts reflected in the records of the
[Secretary of State] of record pertaining to the domestic or foreign entity with
the [Secretary of State] which the person requesting the certificate reasonably
requests.
(c) Subject to any qualification stated in the
certificate, a certificate issued by the [Secretary of State] under subsection
(a) may be relied upon as conclusive evidence that the domestic filing entity is in existence or the qualified foreign
entity is registered to do business in this state of the facts stated in the certificate.
SECTION 1-209.
SIGNING CONSTITUTES AFFIRMATION OF
ENTITY FILING.
(a)
Signing an entity filing is an affirmation under the penalties of perjury that
the facts stated in the filing are true in all material respects.
(b) Whenever
this [act] requires a particular individual to sign an entity filing and the
individual is deceased or incompetent, the filing may be signed by a personal representative of the individual in
the place of the decedent or incompetent.
SECTION 1-210.
DELIVERY BY [SECRETARY OF STATE]. Except as otherwise provided by Section 1-602 1-412 or by law other than this [act], the [Secretary
of State] may deliver any record to a person by delivering it to:
(1) in person to the
person that submitted it,;
(2) to the address of the
person’s registered agent,;
(3) to the principal
office address of the person,; or
(4) to another address
the person provides to the [Secretary of State] for delivery.
SECTION
1-211. [ANNUAL] [BIENNIAL] REPORT FOR [SECRETARY OF STATE].
(a) Each A domestic filing entity, domestic limited liability partnership, or
and qualified registered foreign entity shall deliver to the
[Secretary of State] for filing [an annual] [a biennial] report that sets
forth states:
(1) the name of the
entity and its jurisdiction of formation;
(2) the name and
street and mailing address addresses of the entity’s
registered agent in this state;
(3) the street and
mailing address addresses of the entity’s
principal office; and
(4) the names of governors name of at least one governor.
(b) Information in the [an annual] [a
biennial] report must be current as of the date the report is signed on
behalf of by the entity.
(c) The first [annual] [biennial] report must be
delivered to the [Secretary of State] after [January 1] and before [April 1] of
the year following the calendar year in which the public organic record of
the domestic filing entity was formed or became effective, the statement
of qualification of a domestic limited liability partnership became effective,
or the foreign filing entity registered to do business in this state. Subsequent [annual] [biennial] reports must
be delivered to the [Secretary of State] after [January 1] and before [April 1]
of each [second] calendar year thereafter.
(d) If [an annual] [a biennial] report does not contain
the information required by this [part] section, the [Secretary
of State] promptly shall notify the reporting domestic or qualified foreign
entity in a record and return the report for correction.
(e) If [an
annual] [a biennial] report contains the name or address of a registered agent
which differs from the information shown in the records of the [Secretary of
State] immediately before the [annual] [biennial] report becomes effective, the
differing information in the [annual] [biennial] report is considered a
statement of change under Section 1-407.
[SECTION 1-212.
FEES.
Alternative A
(a) The [Secretary of State] shall collect the following
fees for copying and certifying the copy of any filed record:
(1) $ [
] per page for copying; and
(2) $ [
] for the certification.
(b) The [Secretary of State] shall collect the following
fees when an entity filing is delivered for filing:
(1) Statement of merger, $ [ ].
(2) Statement of withdrawal of merger, $
[ ].
(3) Statement of interest exchange, $ [ ].
(4) Statement of withdrawal of interest
exchange, $ [ ].
(5) Statement of conversion, $ [ ].
(6) Statement of withdrawal of conversion, $
[ ].
(7) Statement of domestication, $ [ ].
(8) Statement of withdrawal of domestication,
$ [ ].
(9) [Annual] [Biennial] report, $ [ ].
(10) Articles of incorporation of a business
corporation, $ [ ].
(11) Articles of incorporation of a nonprofit
corporation, $ [ ].
(12) Statement of qualification of a limited
liability partnership, $ [ ].
(13) Certificate of limited partnership of a
limited partnership, $ [ ].
(14) Certificate of organization of a limited
liability company, $ [ ].
[(15) Articles of
incorporation of a general cooperative association, $ [ ].]
(16) Articles of organization of a limited
cooperative association, $ [ ].
(17) Certificate of trust of a statutory
trust, $ [ ].
(18) Other public organic document, $ [ ].
(19) Commercial-registered-agent listing
statement, $ [ ].
(20) Commercial-registered-agent termination
statement, $ [ ].
(21) Registered agent statement of change, $
[ ].
(22) Registered agent statement of
resignation, no fee
(23) Statement appointing an designating
a registered
agent for
service of process, $ [ ].
(24) Foreign entity registration statement, $
[ ].
(25) Amendment of foreign entity registration
statement, $ [ ].
(26) Notice of cancellation of foreign entity
registration statement, $ [ ].
(27)
Statement of withdrawal, $ [ ].
(28) Statement of
correction, $ [ ].
[( 27)
(29) Other entity filings, $ [ ].
]
(c) The withdrawal under Section 1-204 of a filed record
before it is effective or the correction of a filed record under Section 1-205
does not entitle the person on whose behalf the record was filed to a refund of
the filing fee.
Alternative B
(a) The [Secretary of State] shall adopt rules in
accordance with [this state’s administrative procedure act] setting fees for
entity filings authorized to be delivered to the [Secretary of State] for
filing under this [act] and for copying and certifying a copy of any entity
filing under this [act].
(b) There is no fee for filing a registered agent’s
statement of resignation.
(c) The withdrawal under Section 1-204 of a filed record
before it is effective or the correction of a filed record under Section 1-205
does not entitle the person on whose behalf the record was filed to a refund of
the filing fee.
End of Alternatives]
SECTION 1-301.
PERMITTED NAMES.
(a) Except as otherwise provided in subsections (b) and subsection (d), the name of a
domestic filing entity or domestic limited liability partnership, and the name
under which a foreign filing entity or foreign limited liability partnership may register to
do business in this state, must be distinguishable on the records of the
[Secretary of State] from any:
(1) name of another a domestic filing
entity or limited liability partnership;
(2) name of a
foreign filing entity or foreign limited liability partnership that
is registered to do business in this state under [Part] 5;
(3) name that is reserved under Section
1-303;
(4) name that is registered under Section
1-304; or
(5) assumed name
registered under [this state’s assumed name statute].
(b) Subsection
(a) does not apply if the other entity or the person for which the name is
reserved or registered If
an entity consents in a record to the use of the its name and submits an undertaking in a form
satisfactory to the [Secretary of State] to change its name to a name that is
distinguishable on the records of the [Secretary of State] from any name in any
category of names in subsection (a),
the name of the consenting entity may be used by the person to which the
consent was given.
(c) Except as otherwise provided in subsection (d), in
determining whether a name is the same as or not distinguishable on the records
of the [Secretary of State] from the name of another entity, words, phrases, or
abbreviations indicating the type of entity, such as “corporation”, “corp.”,
“incorporated”, “Inc.”, “professional corporation”, “PC”, “professional
association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “limited liability
partnership”, “LLP”, “registered limited liability partnership”, “RLLP”,
“limited liability limited partnership”, “LLLP”, “registered limited liability
limited partnership”, “RLLLP”, “limited liability company”, or “LLC”, may not
be taken into account.
(d) The holder
of a name under subsection (a)
An entity may consent in a record to the use of a name that is
not distinguishable on the records of the [Secretary of State] from its name
except for the addition of a word, phrase, or abbreviation indicating the type
of entity described as provided in subsection
(c). In such a case, the holder entity need not change its name pursuant to
subsection (b).
(e) An entity name may not contain the words [insert
prohibited words or words that may be used only with approval by the
appropriate state agency].
SECTION
1-302. NAME REQUIREMENTS FOR CERTAIN
TYPES OF ENTITIES.
(a) The name of a business corporation must contain the
word "corporation”, "incorporated”, “company”, or “limited”, or the
abbreviation “Corp.”, “Inc.”, “Co.”, or “Ltd.”, or words or abbreviations of
similar import in another language.
(b) The name of a limited partnership may contain the
name of any partner. If the The limited name of a partnership that is not a limited liability limited partnership, the name must contain the phrase words “limited partnership” or the abbreviation
“L.P.” or “LP” and may not contain the phrase words “limited liability
limited partnership” or “registered limited liability limited partnership” or the abbreviation “L.L.L.P.”, “LLLP”,
“R.L.L.L.P.” or RLLLP”. If the limited
partnership is a limited liability limited partnership, the name must contain
the phrase words “limited liability
limited partnership” or the abbreviation “L.L.L.P.”, or
“LLLP” “R.L.L.L.P.”,
or “RLLLP” and may not contain the abbreviation “L.P.” or “LP”.
(c) The name of a limited liability partnership that
is not a limited liability limited partnership must contain the words
“limited liability partnership” or “registered limited liability partnership”
or the abbreviation “L.L.P.”, “R.L.L.P.”, “LLP”, or “RLLP”.
(d) The name of a limited liability company must contain
the words “limited liability company” or “limited company” or the abbreviation
“L.L.C.”, “LLC”, “L.C.”, or “LC”.
“Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated
as “Co.”.
(e) The name of a limited cooperative association must
contain the words “limited cooperative association” or “limited cooperative” or
the abbreviation “L.C.A.” or “LCA”.
“Limited” may be abbreviated as “Ltd.”.
“Cooperative” may be abbreviated as “Co-op.”, “Coop.”, “Co-op”, or
“Coop”. “Association” may be abbreviated
as “Assoc.”, “Assoc”, “Assn.”, or “Assn”.
(f) The name of a statutory trust may contain the words
“company”, “association”, “club”, “foundation”, “fund”, “institute”, “society”,
“union”, “syndicate”, “limited”, or “trust”, or words or abbreviations of similar import, and may contain the name
of a beneficial owner, a trustee, or any other person.
[(g) Insert requirements for names of other types of
entities that may be included in this [act], such as general cooperative
associations.]
SECTION 1-303.
RESERVATION OF NAME.
(a) A person may reserve the exclusive use of an entity
name by delivering an application to the [Secretary of State] for filing. The
application must state the name and address of the applicant and the name proposed to be reserved. If
the [Secretary of State] finds that the entity name applied for is available, the [Secretary of State] shall
reserve the name for the applicant’s exclusive use for a [120]-day period
[120] days.
(b) The owner of a reserved entity name may transfer the
reservation to another person that is
not an individual by delivering to the [Secretary of State] a signed
notice in a record of the transfer which states the name and address
of the transferee.
SECTION 1-304.
REGISTRATION OF NAME.
(a) A foreign filing entity or foreign limited liability
partnership not registered to do business in this state under [Part] 5 may
register its name, or an alternate name required
by adopted pursuant to
Section 1-506, if the name is distinguishable upon on
the records of the [Secretary of State] from the names that are not available
under Section 1-301.
(b) To register its name or an alternate name required by adopted pursuant to Section 1-506, a foreign filing
entity or foreign limited liability partnership must deliver to the [Secretary
of State] for filing an application stating its the
entity’s name, the
jurisdiction and date of its formation, and any alternate or its name with any addition required by adopted pursuant to Section
1-506, and the jurisdiction and date of its
formation. If the [Secretary
of State] finds that the name applied for is available, the [Secretary of
State] shall register the name for the applicant’s exclusive use.
(c) The registration of a name under this section is
effective for [one year] after the date of filing registration.
(d) A foreign filing entity or foreign limited liability
partnership whose name registration is effective may renew the registration for
successive one-year periods by delivering, not earlier than [three months]
before the expiration of the registration year,
to the [Secretary of State] for filing a renewal application that complies with
this section. When filed, the renewal
application renews the registration for a succeeding one-year period.
(e) A foreign filing entity or foreign limited liability
partnership whose name registration is effective may register as a foreign
filing entity or foreign limited liability partnership under the registered
name or consent in a signed record to the use of that name by:
another entity.
(1) a domestic filing
entity formed under this [act];
(2) a limited
liability partnership subject to this [act]; or
(3) another foreign
filing entity or foreign limited liability partnership authorized to do
business in this state.
SECTION 1-401.
DEFINITIONS. In this [part]:
(1) “Appointment Designation of agent”
means a statement appointing an designating a registered agent for
service of process delivered to the [Secretary of State] for filing filed
under: (A) [Section 10 of the Uniform
Unincorporated Nonprofit Association Act]; or
(B)
Section 1-411 by a nonqualified nonregistered foreign
entity or domestic nonfiling entity.
(2) “Nonqualified Nonregistered foreign
entity” means a foreign entity that is not a qualified foreign entity registered
to do business in this state pursuant to a statement of registration filed by
the [Secretary of State].
(3) “Nonresident
limited liability partnership 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.
(4) (3)
“Registered
agent filing” means:
(A) the public
organic record of a domestic filing entity;
(B) a
nonresident limited liability partnership statement a statement of
qualification of a domestic limited liability partnership;
(C) a registration
statement filed pursuant to Section 1-503; or
(D) an
appointment a designation of a registered agent.
(5) (4) “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 qualified
registered foreign entity;
(D) a domestic or
foreign unincorporated nonprofit association for which an appointment a
designation of an agent has been filed is in effect;
(E) a domestic
nonfiling entity for which an appointment a designation of an
agent has been filed; or
(F) a nonqualified
nonregistered foreign entity for which an appointment a
designation of an agent has been filed.
Reporters’ Note
“Nonresident
limited liability partnership statement.”
This definition has been deleted because harmonized UPA requires every
domestic or registered foreign LLP to have a registered agent.
SECTION
1-402. ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN REGISTERED AGENT. The following shall designate and maintain a
registered agent in this state:
(1) a
domestic filing entity;
(2) a
domestic limited liability partnership that
does not maintain a place of business in this state; and
(3) a qualified registered
foreign entity.
SECTION 1-403.
ADDRESSES IN FILINGS FILING. If a provision
of this [part] other than Section 1-410(a)(4) requires
that a record state an address, the record must state:
(1) a street address in this
state; and
(2) a mailing address in this
state, if different from the address described in paragraph (1).
SECTION
1-404. APPOINTMENT DESIGNATION OF REGISTERED AGENT.
(a) A registered agent filing must be signed by the entity and 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) if the entity designates
an officer or employee to accept service of process, the title of the
an office or other position with the entity if service of process,
notices, and demands are to be sent to the individual holding that office or
position, and the address of the business office of that person individual.
(b) The appointment designation of a
registered agent pursuant to subsection (a)(1) or
(2)(A) is an affirmation under Section 1-209 of fact by the
represented entity that the agent has consented to serve.
(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.
SECTION 1-405.
LISTING OF COMMERCIAL REGISTERED AGENT.
(a) A person may become listed as a commercial registered
agent by filing with delivering to the [Secretary of State] for
filing a commercial-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
formation 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, notices, and demands being served on or sent to entities
represented by the person may be delivered.
(b) A commercial-registered-agent listing statement may
include the information regarding acceptance by the agent of service of process,
notices, and demands in a form other than a written record as provided for in Section 1-412(d).
(c) If the name of a person filing delivering
to the [Secretary of State] for filing a commercial-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 shall 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 listing statement takes effect on filing by the
[Secretary of State].
(e) (d) The
[Secretary of State] shall note the filing of the a
commercial-registered-agent listing statement in the [index of filings] [records] maintained by the [Secretary
of State] for each entity represented by the agent at the time of the
filing. The statement has the effect of amending the registered agent filing for each
of those entities to:
(1) designate the
person becoming listed as a commercial registered agent as the commercial
registered agent of each of those entities; and
(2) deleting
delete the
address of the former
agent from the registered agent
filing of each of those entities.
SECTION 1-406.
TERMINATION OF LISTING OF COMMERCIAL REGISTERED
AGENT.
(a) A commercial registered agent may terminate its
listing as a commercial registered agent by delivering to the [Secretary of
State] for filing a commercial-registered-agent termination statement signed by
or on behalf of the agent which states:
(1) the name of the
agent as listed under Section 1-405; 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-agent termination statement
takes effect at 12:01 a.m. on the 31st day after the day on which it is
delivered to the [Secretary of State] for filing.
(c) The commercial registered agent promptly shall
furnish each entity represented by the agent notice in a record of the filing
of the commercial-registered-agent termination statement.
(d) When a commercial-registered-agent termination
statement takes effect, the commercial registered agent ceases to be an the registered agent for service of
process on each entity formerly represented by it. Until an entity formerly represented by a
terminated commercial registered agent appoints designates a new
registered agent, service of process may be made on the entity pursuant to
Section 1-412. Termination of the
listing of a commercial registered agent under this section does not affect any
contractual rights a represented entity has against the agent or that the agent
has against the entity.
SECTION 1-407.
CHANGE OF REGISTERED AGENT BY ENTITY.
(a) A represented entity may change the information on
file under Section 1-404(a) by delivering to the [Secretary of State] for
filing a statement of change signed on behalf of by 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, if any, of the entity in any other jurisdiction.
(c) A statement of change under this section appointing
designating a new registered agent is an affirmation under Section
1-209 of fact by the represented entity that the agent has consented
to serve.
(d) A statement of change under this section takes effect
on delivery to the [Secretary of State] for filing.
(e) (d) As an alternative to using the
procedure in this section, a represented entity may change the information on
file under Section 1-404(a) by amending its most recent registered agent filing
in a manner provided by the law of this state other than this [act] for
amending the filing.
SECTION
1-408. CHANGE OF NAME OR, ADDRESS, TYPE
OF ENTITY, OR JURISDICTION OF FORMATION BY NONCOMMERCIAL REGISTERED AGENT.
(a) If a noncommercial registered agent changes its name or,
its address in effect with respect to a represented entity under Section
1-404(a), its type of entity, or its jurisdiction of formation, the
agent shall deliver 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 in effect with respect to the entity;
(3) if the name of
the agent has changed, the new name; and
(4) if the address
of the agent has changed, the new address.; and
(5) if the agent
is an entity:
(A) if
the type of entity of the agent has changed, the new type of entity; and
(B) if
the jurisdiction of formation of the agent has changed, the new jurisdiction of
formation.
(b) A statement of change under this section takes
effect on delivery to the [Secretary of State] for filing.
(c) (b) A
noncommercial registered agent promptly shall furnish the represented entity
with notice in a record of the delivery of to the [Secretary of
State] for filing of a statement of change and the changes made in the
statement.
SECTION 1-409. CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF
FORMATION BY COMMERCIAL REGISTERED AGENT.
(a) If a commercial registered agent changes its name,
its address as listed under Section 1-405(a), its type of entity, or its
jurisdiction of formation, the agent shall deliver 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 listed under Section 1-405(a);
(2) if the name of
the agent has changed, the new name;
(3) if the address
of the agent has changed, the new address;
(4) if
the agent is an entity:
(A) if
the type of entity of the agent
has changed, the new type of entity; and
(5) (B) if the
jurisdiction of formation of the entity agent has changed,
the new jurisdiction of formation.
(b) The delivery
to the filing by 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 agent with respect to each entity represented by the
agent.
(c) A commercial registered agent promptly shall furnish to each entity represented by it a
notice in a record of the delivery to
the filing by the
[Secretary of State] for filing
of a statement of change relating to the name or address of the agent and the
changes made in the statement.
(d) 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 1-405. A cancellation under this
subsection has the same effect as a termination under Section 1-406. Promptly after canceling the listing of an
agent, the [Secretary of State] shall serve notice in a record in the manner
provided in Section 1-412(b) or (c) on:
(1) each entity represented by the agent,
stating that the agent has ceased to be an the registered agent
for service of process on the entity and that, until the entity appoints
designates a new registered agent, service of process may be made on the
entity as provided in Section 1-412; and
(2) the agent,
stating that the listing of the agent has been canceled under this section.
SECTION 1-410.
RESIGNATION OF REGISTERED AGENT.
(a) A registered agent may resign as agent for a
represented entity by delivering 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 address of
the entity to which the agent will send the notice required by subsection (c).
(b) A statement of resignation takes effect on the
earlier of:
(1) the 31st day after the day on
which it is delivered to filed by the [Secretary of
State] for filing; or
(2) the appointment designation of a new
registered agent for the represented entity.
(c) A registered agent promptly shall furnish to the represented entity notice in
a record of the date on which a statement of resignation was delivered to
the [Secretary of State] for filing filed.
(d) When a statement of resignation takes effect, the
registered agent ceases to have responsibility under this [part] for any matter thereafter tendered to it as agent
for the represented entity. The
resignation 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.
SECTION 1-411.
APPOINTMENT DESIGNATION OF REGISTERED AGENT BY NONQUALIFIED
NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY.
(a) A nonqualified nonregistered foreign
entity or domestic nonfiling entity may deliver to the [Secretary of State] for
filing a statement appointing designating a registered agent
signed on behalf of by the entity which states:
(1) the name, type
of entity, and jurisdiction of formation of the entity; and
(2) the information
required by Section 1-404(a).
(b) A statement appointing a registered agent takes effect
on filing by the [Secretary of State] and under subsection (a) is
effective for five years after the date of filing unless canceled or terminated
earlier.
(c) Appointment Designation of a registered
agent under this section subsection (a) does not qualify register
a nonqualified nonregistered foreign entity to do business in
this state.
(d) A statement appointing a registered agent under
subsection (a) may not be rejected for filing because the name of the
entity filing signing 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 does not make the name of the entity filing signing the
statement unavailable for use by another entity.
(e) An entity that delivers to the [Secretary of State]
for filing a statement under subsection (a) appointing designating
a registered agent may cancel the statement by delivering to the [Secretary of
State] for filing a statement of cancellation that states the name of the
entity and that the entity is canceling its appointment designation
of an a registered agent for service of process in this
state. The statement takes effect on
filing by the [Secretary of State].
(f) A statement appointing a registered agent under
subsection (a) for a nonqualified nonregistered foreign
entity terminates on the date the entity becomes a qualified registered
foreign entity.
SECTION 1-412. SERVICE OF PROCESS, NOTICE, OR DEMAND ON ENTITY.
(a) A represented entity may be served with any process,
notice, or demand required or permitted by law by serving its registered agent.
(b) If an a represented entity that delivered to the [Secretary of State] for
filing a registered-agent filing no longer has ceases 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 the entity’s principal office
in accordance with any
applicable judicial rules and procedures. The names of the governors and the
address of the principal office may must be as shown in the entity’s most recent [annual] [biennial] report filed with by the [Secretary of State]. Service is effected under this
subsection on the earliest of:
(1) the date the
entity receives the mail or delivery by a
similar the
commercial delivery service;
(2) the date shown
on the return receipt, if signed on behalf of by 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 may be made by handing a copy
to the manager, clerk, or other individual in charge of any regular place of business
or activity of the entity if the individual served is not a plaintiff in the
action.
(d) Service of process, notice, or demand on a registered
agent must be in a written record, but service may be made on a commercial
registered agent in other forms, and subject to such requirements, as the agent
has stated in its listing under Section 1-405 that it will accept.
(e) Service of process, notice, or demand may be made by
other means under law other than this [act].
Reporters’ Note
Subsection
(c) has been revised to track more closely the language of Fed. R. Civ.
Proc. 4(h)(1).
SECTION 1-413.
DUTIES OF REGISTERED AGENT. The only duties under this [part]
of a registered agent that has complied with this [part] 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 that pertaining 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 1-404(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
1-405(a).
SECTION 1-414.
JURISDICTION AND VENUE. The appointment designation 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 a proceeding involving the entity.
SECTION 1-501.
GOVERNING LAW.
(a) The law of the jurisdiction of formation of an entity
governs:
(1) the internal
affairs of the entity;
(2) the liability
that a person has as an interest holder or governor for a debt, obligation, or
other liability of the entity; [and]
(3) [the liability of a series of a
series limited liability company; and
(4)] the liability
of a series of a statutory trust.
(b) A foreign entity is not precluded from registering to
do business in this state because of any difference between the laws law
of the entity’s jurisdiction of formation and the laws law of
this state.
(c) Registration of a foreign entity to do business in
this state does not authorize it the foreign entity to engage in
any activity or exercise any power that a domestic entity of the same type may
not engage in or exercise in this state.
SECTION 1-502.
REGISTRATION TO DO BUSINESS IN THIS STATE.
(a) A foreign filing entity or foreign limited liability
partnership may not do business in this state until it registers with the
[Secretary of State] under this [article].
(b) A foreign filing entity or foreign limited liability
partnership doing business in this state may not maintain an action or proceeding in this state unless
it is registered to do business in this state.
(c) The failure of a foreign filing entity or foreign
limited liability partnership to register to do business in this state does not
impair the validity of a contract or act of the foreign filing entity or
foreign limited liability partnership or preclude it from defending a
an action or proceeding in this state.
(d) The A limitation on the liability
of an interest holder or governor of a foreign filing entity or of a partner of
a foreign limited liability partnership is
governed by the laws of its jurisdiction of formation. Any limitation on that liability
is not waived solely because the foreign filing entity or foreign limited liability
partnership does business in this state without registering.
(e) Section 1-501(a) and (b) applies even if a foreign
entity fails to register under this [article].
SECTION 1-503.
FOREIGN REGISTRATION STATEMENT. To register to do business in this state, a
foreign filing entity or foreign limited liability partnership must deliver a
foreign registration statement to the [Secretary of State] for filing. The
statement must be signed by the
entity and state:
(1) the name of the foreign filing entity or foreign
limited liability partnership and, if the name does not comply with Section
1-301, an alternate name adopted pursuant to Section 1-506(a);
(2) the type of entity and, if
it is a limited partnership, whether it is a limited liability limited partnership;
(3) the entity’s jurisdiction of
formation;
(4) the street and mailing address addresses
of the entity’s principal office of the foreign filing entity or foreign limited liability partnership
and, if the laws law of it’s the entity’s jurisdiction of formation require
requires it the entity
to maintain an office in that jurisdiction, the street and mailing address addresses of the office; and
(5) the information required by
Section 1-404(a).
SECTION 1-504.
AMENDMENT OF FOREIGN REGISTRATION STATEMENT.
(a)
A registered foreign entity registered to do business in this state
shall deliver to the [Secretary of State] for filing an amendment to its
foreign registration statement if there is a change in:
(1) the name of the entity;
(2) the type of entity,
including, if it is a limited partnership, whether the entity became or ceased
to be a limited liability limited partnership;
(3) the entity’s jurisdiction of formation;
(4) the an address or addresses required by Section
1-503(4); or
(5) the information required by
Section 1-404(a).
(b) The
requirements of Section 1-503 for an original foreign registration statement
apply to an amendment of a
foreign registration statement under this section.
SECTION 1-505.
ACTIVITIES NOT CONSTITUTING DOING BUSINESS.
(a) Activities of a foreign filing entity or foreign
limited liability partnership which do not constitute doing business in this
state under this [article] include:
(1) maintaining,
defending, mediating, arbitrating, or settling a an action or
proceeding;
(2) carrying on any
activity concerning its internal affairs, including holding meetings of its
interest holders or governors;
(3) maintaining
accounts in financial institutions;
(4) maintaining
offices or agencies for the transfer, exchange, and registration of interests in securities of the entity or maintaining trustees or
depositories with respect to those interests securities;
(5) selling through
independent contractors;
(6) soliciting or
obtaining orders by any means if the orders require acceptance outside this
state before they become contracts;
(7) creating or
acquiring indebtedness, mortgages, or security interests in property;
(8) securing or collecting debts or enforcing
mortgages or other security interests in property
securing the debts, and holding, protecting, or maintaining property so
acquired;
(9) conducting an
isolated transaction that is not in the course of similar transactions; and
(10) owning,
without more, property; and
(11) doing business in interstate
commerce.
(b) A person
does not do business in this state solely by being an interest holder or
governor of a foreign entity that does business in this state.
(c) This section does not apply
in determining the contacts or activities that may subject a foreign filing
entity or foreign limited liability partnership to service of process,
taxation, or regulation under law of this state other than this [act].
SECTION 1-506.
NONCOMPLYING NAME OF FOREIGN ENTITY.
(a) A foreign filing entity or foreign limited liability
partnership whose name does not comply with Section 1-301 for an entity of its
type may not register to do business in this state until it adopts, for the
purpose of doing business in this state, an alternate name that complies with
Section 1-301. A registered foreign filing entity or
foreign limited liability partnership that registers under an alternate
name under this subsection need not comply with [this state’s
fictitious or assumed or fictitious name statute]. After registering to do business in this
state with an alternate name, a registered foreign filing entity or
foreign limited liability partnership may shall do business in this state
under:
(1) the alternate
name;
(2) its entity name,
with the addition of its jurisdiction of formation clearly identified; or
(3) an assumed or
fictitious name the entity is authorized to use under [this state’s fictitious
or assumed or fictitious name statute].
(b) If a registered foreign filing entity registered
to do business in this state changes its name to one that does not comply
with Section 1-301, it may not do business in this state until it complies with
subsection (a) by amending its registration to adopt an alternate name that
complies with Section 1-301.
SECTION 1-507.
WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN
ENTITY.
(a) A registered foreign
entity registered to do business in this state may withdraw its
registration by delivering a statement of withdrawal to the [Secretary of
State] for filing. The statement of withdrawal must be signed by the entity and state:
(1) the name of the
foreign entity and the name of
the its jurisdiction under whose law it is formed of
formation;
(2)
the type of entity including, if it is a limited partnership, whether it is a
limited liability limited partnership;
(3) (2) that the entity is not
doing business in this state and that it withdraws its registration to do
business in this state;
(4) (3) that the entity revokes the
authority of its registered agent to accept service on its behalf in this state; and
(5) (4) an address to which service
of process may be made under subsection (b).
(b) After the withdrawal of the registration of an
entity, service of process in any action
or proceeding based on
a cause of action arising during the time it the entity was registered to do
business in this state may be made pursuant to Section 1-412.
SECTION 1-508.
WITHDRAWAL DEEMED ON CONVERSION TO DOMESTIC FILING ENTITY OR DOMESTIC
LIMITED LIABILITY PARTNERSHIP. A qualified registered foreign entity
registered to do business in this state which that converts to
any type of domestic filing entity or to a domestic registered limited
liability partnership is deemed to have withdrawn its registration on the
effective date of the conversion.
SECTION 1-509.
WITHDRAWAL ON DISSOLUTION OR CONVERSION TO
NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP.
(a) A registered
foreign entity registered to do
business in this state which dissolves that has dissolved and completed winding up or converts that has converted to a domestic or foreign nonfiling
entity other than a limited liability partnership shall deliver a statement of
withdrawal to the [Secretary of State] for filing. The statement must set
forth be signed by the dissolved
or converted entity and state:
(1) in
the case of a foreign entity that has completed winding up:
(A) the its name of the foreign entity and the name of the its jurisdiction under whose law it was formed
before the dissolution or conversion of formation; and
(2)
the type of entity the foreign entity was before the dissolution or conversion;
(3) (B) that the foreign entity
surrenders its registration to do business in this state as a qualified entity; and
(4) (2) if the in the case of a foreign entity that
has converted to a domestic or
foreign nonfiling entity other than a foreign limited liability partnership:
(A) the name of the converting foreign entity
and its jurisdiction of formation;
(B) the
type of nonfiling entity to which it has converted and the its jurisdiction
whose laws govern its internal
affairs of formation;
(B) (C) that it surrenders its registration to do business in
this state and revokes the authority
of its registered agent to accept service on its behalf; and
(C) (D) a mailing
address to which service of process may be made under subsection (b).
(b) After the a withdrawal is effective under this section of a foreign filing entity that has converted
to a foreign nonfiling entity is effective, service of process in
any action or proceeding
based on a cause of action arising during the time it the foreign
filing entity was registered to do business in this state may be
made pursuant to Section 1-412.
(c) After the
withdrawal under this section of a foreign filing entity that has converted to
a domestic nonfiling entity other than a limited liability partnership is
effective, service of process may be made on the nonfiling entity pursuant to
Section 1-412.
SECTION 1-510.
TRANSFER OF REGISTRATION.
(a) A If a registered foreign filing entity
or foreign limited liability partnership registered to do business in this
state that merges with merges into a nonregistered foreign entity or
converts converts to a foreign entity required to register with
the [Secretary of State] to do business in this state, the foreign entity
shall deliver to the [Secretary of State] for filing an application for
transfer of registration. The
application must be signed by the
surviving or converted entity and
state:
(1) the name of the applicant registered foreign entity before the merger or conversion;
(2) the type of
entity it was before the merger or conversion;
(3) the name of the applicant entity into which it has merged or to which it has
been converted, and, if the name does not comply with Section 1-301,
an alternate name adopted pursuant to Section 1-506(a);
(4) the type of
entity into which it has merged or to
which it has been converted of
the applicant entity and the its jurisdiction whose
law governs its internal affairs of formation; and
(5) the following
information regarding the applicant
entity into which it has merged or to
which it has been converted, if different than the information for
the applicant foreign entity before the merger or conversion:
(A) the street and mailing address addresses of the principal office of the entity and,
if the law of the entity’s jurisdiction of formation requires it to maintain an
office in that jurisdiction, the street and mailing address addresses
of that office; and
(B) the name
and street and mailing address of its registered agent in this state information
required pursuant to Section 1-404(a).
(b) An application for transfer of registration must
be delivered to the [Secretary of State] for filing and takes effect at the
time provided in Section 1-203.
(c) (b) When an application for transfer of
registration takes effect, the registration of the applicant registered
foreign entity to do business in this state is transferred without
interruption to the entity into which it has merged or to which it has been
converted.
SECTION 1-511.
TERMINATION OF REGISTRATION.
(a) The [Secretary of State] may terminate the
registration of a registered foreign filing entity or foreign
limited liability partnership to
do business in this state in the manner provided in subsections (b)
and (c) if the entity does not:
(1) pay, not later than [60 days] after the
due date, any fee, tax, interest,
or penalty required to be paid to the [Secretary of State] under this [article]
[act] or law of this state other than this [act];
(2) deliver to the
[Secretary of State] for filing, not later than [60 days] after the due date, the [an annual] [a
biennial] report, if any, required of
foreign entities of its type; or
(3) have a
registered agent as required by Section 1-402; or
(4)
deliver to the [Secretary of State] for filing a
statement of change under Section 1-407 not later than 30 days after a change
occurs in the name or address of the entity’s registered agent.
(b) The [Secretary of State] may terminate the
registration of a registered foreign filing entity or foreign
limited liability partnership, by:
(1) filing a
notice of termination or noting the termination in the records of the
[Secretary of State]; and by
(2) delivering
a copy of the notice or the information in the notation to the entity’s
registered agent in this state,
or if the entity does not have a registered agent in this state, to the entity’s principal office as designated in Section 1-503(4).
(c) The
notice must state or the information in the notation under subsection (b)
must include:
(1) the effective
date of the termination, which must be at least [60 days] after the date the
[Secretary of State] delivers the copy; and
(2) the grounds for
termination under subsection (a).
(c) (d) The
authority of a registered foreign filing entity or foreign
limited liability partnership to do business in this state ceases on the
effective date of the notice of termination or notation under subsection (b),
unless before that date the entity cures each ground for termination stated in
the notice filed under subsection (b) or notation. If the entity cures each ground, the
[Secretary of State] shall file a record so stating.
[SECTION 1-512.
ACTION BY [ATTORNEY GENERAL]. The [Attorney General] may maintain an action
to enjoin a foreign filing entity or foreign limited liability partnership from
doing business in this state in violation of this [act].]
SECTION 1-601.
GROUNDS. The [Secretary of State] may commence a
proceeding under Section 1-602 to dissolve a domestic filing entity
administratively if the entity does not:
(1) pay any fee, tax, interest, or penalty required to be
paid to the [Secretary of State] not later than [six months] after it is due;
(2) deliver [an annual] [a
biennial] report to the [Secretary of State] not later than [six months] after
it is due; or
(3) have a registered agent in this
state for [60] consecutive days.
SECTION 1-602.
PROCEDURE AND EFFECT.
(a) If the [Secretary of State] determines that one or
more grounds exist under Section 1-601 for administratively dissolving a domestic filing entity,
the [Secretary of State] shall serve the entity pursuant to Section 1-412
1-210 with notice in a record of the [Secretary of State’s]
determination.
(b) If a domestic filing entity, not later than [60]
days] after service of the notice is effected under Section 1-412
required by subsection (a), does not correct cure each
ground for dissolution or demonstrate to the satisfaction of the [Secretary of
State] that each ground determined by the [Secretary of State] does not exist,
the [Secretary of State] shall dissolve the entity administratively by signing
a statement of administrative dissolution that recites the ground or grounds for dissolution
and its the effective date of dissolution. The [Secretary
of State] shall file the original of
the statement and serve a copy on the entity pursuant to Section 1-412 1-210.
(c) A domestic filing entity that is dissolved administratively
continues its existence as an entity but may not carry on any business activities
except as necessary to wind up its activities and affairs and liquidate
its business and affairs assets in the manner provided in its
organic law or to apply for reinstatement under Section 1-603.
(d) The administrative dissolution of a domestic filing
entity does not terminate the authority of its registered agent.
SECTION 1-603.
REINSTATEMENT.
(a) A domestic filing entity that is dissolved administratively
under Section 1-602 may apply to the [Secretary of State] for reinstatement [not
later than [two] years after the effective date of dissolution]. The
application must be signed by the
entity and state:
(1) the name of the
entity at the time of its administrative dissolution and, if needed, a
different name that satisfies Section 1-301;
(2) the address of
the principal office of the entity and the name and address of the its
registered agent;
(3) the effective
date of the entity’s administrative dissolution; and
(4) that the grounds for dissolution either did not exist or have been eliminated cured.
(b) To be reinstated, an entity must pay all fees, taxes,
interest, and penalties
that were due to the [Secretary of State] at the time of its administrative
dissolution and all fees, taxes, interest, and penalties that would have
been due to the [Secretary of State] while the entity was dissolved administratively.
(c) If the [Secretary of State] determines that the
an application under subsection (a) contains the information
required by subsection (a), is satisfied that the information is correct, and
determines that all payments required to be made to the [Secretary of State] by
subsection (b) have been made, the [Secretary of State] shall:
(1) cancel
the statement of administrative dissolution and prepare a statement of
reinstatement that states the [Secretary of State’s] determination and the
effective date of reinstatement,;
(2) file the original of the statement,;
and
(3) serve a
copy of the statement on the entity pursuant
to Section 1-412.
(d) When reinstatement under this section is effective,
(1) it
relates back to and takes effect as of the effective date of the administrative
dissolution,; and
(2) the domestic filing entity resumes
carrying on its business activities and affairs as if
the administrative dissolution had never occurred, except for the rights of a
person arising out of an act or omission in reliance on the dissolution before
the person knew or had reason to know of the reinstatement.
Reporters’ Note
Subsection (a). A Legislative Note will discuss the policy
issue of whether to limit the time within which reinstatement may be sought
and, if such a time limit is imposed, what the limit should be.
SECTION 1-604.
JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT.
(a) If the [Secretary of State] denies a domestic filing
entity’s application for reinstatement following administrative dissolution,
the [Secretary of State] shall serve the entity pursuant to Section 1-412 with a notice in a record that
explains the reason or
reasons for denial.
(b) An entity may seek judicial review of denial of
reinstatement in [the appropriate court] not later than [30] days]
after service of the notice of denial.
SECTION 1-701.
RESERVATION OF POWER TO AMEND OR REPEAL. The [legislature of this state] has power to
amend or repeal all or part of this [act] at any time, and all domestic and
foreign entities subject to this [act] are governed by the amendment or repeal.
SECTION 1-702.
SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of
this [act], the principles of law and
equity supplement this [act].
SECTION 1-703.
UNIFORMITY OR CONSISTENCY OF APPLICATION AND
CONSTRUCTION. In applying and construing the [articles] of
this [act] based on uniform or model acts, consideration must be given to the
need to promote uniformity or consistency of the law with respect to its
subject matter among states that enact it.
SECTION 1-704. SEVERABILITY
CLAUSE. If any provision of
this [act] or its application to any person or circumstance is held invalid,
the invalidity does not affect other provisions or applications of this [act]
which can be given effect without the invalid provision or application, and to
this end the provisions of this [act] are severable.
Legislative Note:
Include this section only if this state lacks a general severability
statute or decision by the highest court of this state stating a general rule
of severability.
SECTION 1-704 1-705. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND
NATIONAL COMMERCE ACT. This [act] modifies, limits, and or
supersedes the federal Electronic Signatures in Global and National
Commerce act 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 electronic delivery of any of the notices described in
Section 103(b) of that act, 15 U.S.C. Section 7003(b).
SECTION 1-705 1-706. SAVINGS CLAUSE. The repeal of a statute by this [act] does
not affect:
(1) the operation of the statute
or any action taken under it before its repeal;
(2) any ratification, right,
remedy, privilege, obligation, or liability acquired, accrued, or incurred
under the statute before its repeal;
(3) any violation of the statute
or any penalty, forfeiture, or punishment incurred because of the violation
before its repeal; or
(4) any proceeding,
reorganization, or dissolution commenced under the statute before its repeal,
and the proceeding, reorganization, or dissolution may be completed in
accordance with the statute as if it had not been repealed.
SECTION 1-706 1-707. EFFECTIVE DATE. This [act] takes effect . . .
