MODEL
Registered Agents Act
Section 1. Short title. This [act] may
be cited as the Registered Agents Act.
Section 2. Definitions.
(a) In this [act]:
(1) “Appointment of agent” means a statement
appointing an 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 entity that is listed under Section 6.
(3) “Domestic entity” means an entity whose
internal affairs are governed by the law of this state.
(4)
“Entity” means a person that has a
separate legal existence or 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 a business trust, statutory trust, or similar
trust;
(C)
an association or relationship that is
not a partnership by reason of [Section 202(c) of the Uniform Partnership Act
(1997)] or a similar provision of the law of any other jurisdiction;
(D) a decedent’s
estate; or
(E)
a public corporation, government or
governmental subdivision, agency, or instrumentality, or a quasi-governmental
instrumentality.
(5)
“Filing entity”
means an entity that is created by the filing of a public organic document.
(6)
“Foreign entity” means an entity other
than a domestic entity.
(7) “Foreign qualification document” means an
application for a certificate of authority or other foreign qualification
filing with the [Secretary of State] by a foreign entity.
(8) “Governor” means a person by or under whose
authority the powers of an entity are exercised and under whose direction the
business and affairs of the entity are managed pursuant to the organic law and
organic rules of the entity.
(9) “Interest holder” means a direct holder of an
interest.
(10)
“Jurisdiction of organization,” with
respect to an entity, means the jurisdiction whose law includes the organic law
of the entity.
(11) “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 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 agent for service of process
pursuant to Section 5(a)(2)(B).
(12) “Nonqualified foreign entity” means a foreign entity that is not authorized to
transact business in this state pursuant to a filing with the [Secretary of
State].
(13) “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.
(14) “Person” means an individual, corporation,
estate, trust, partnership, limited liability company, business or similar
trust, association, joint venture, public corporation, government or
governmental subdivision, agency, or instrumentality, or any other legal or
commercial entity.
(15)
“Public organic document” means the
public record the filing of which creates an entity, and any amendment to or
restatement of that record.
(16)
“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].
(17) “Record” 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.
(18) “Registered agent” means a commercial
registered agent or a noncommercial registered agent.
(19) “Registered agent filing” means:
(A) the public organic document of a domestic
filing entity;
(B) a nonresident LLP statement;
(C) a foreign qualification document; or
(D) an appointment of agent.
(20) “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 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.
(21)
“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, or process.
(22) “Type,” with respect to an entity, means a
generic form of entity:
(A)
recognized at common law; or
(B)
organized under an organic law, whether
or not some entities organized under that organic law are subject to provisions
of that law that create different categories of the form of entity.
(b) In this section:
(1)
“Governance interest” means the right
under the organic law or organic rules of an 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
issues involving the internal affairs of the entity.
(2)
“Interest” means:
(A)
a governance interest in an
unincorporated entity;
(B)
a transferable interest in an
unincorporated entity; or
(C)
a share or membership in a corporation.
(3)
“Organic law” means the statutes, if
any, other than this [act], governing the internal affairs of an entity.
(4)
“Organic rules” means the public organic
document and private organic rules of an entity.
(5)
“Private organic rules” mean 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, if any.
(6)
“Transferable interest” means the right
under an entity’s organic law to receive distributions from the entity.
Section 3. Fees.
(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
an 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.
Legislative
note: In a state where filing fees are set by rule
making, this section may be replaced with the statement “The [Secretary of
State] shall by rule set fees for filings, and the services provided, under
this [act].”
Section 4. Addresses in filings. Whenever this [act] requires that a
filing state an address, the filing must state:
(1) an actual 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).
Section 5.
Appointment 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 is to be sent to the person holding that
office or position, and the address of the business office of that person.
(b)
The appointment of a registered agent
pursuant to subsection (a)(1) or (2)(A) is an affirmation 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 kept 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.
Legislative
note: Subsection (c) may be omitted if (i) the
records of the Secretary of State are searchable electronically in a manner
that permits filings to be identified by the date of the filing and by the name
of the registered agent named in the filing, and (ii) the searchable database
is updated frequently.
Section 6. LISTING of commercial registered agent.
(a) An
individual or a domestic or foreign entity may become listed as a commercial
registered agent by filing with the [Secretary of State] 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, type,
and jurisdiction of organization 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 agent listing
statement may include the information regarding acceptance of service of
process in a record by the commercial registered agent provided for in Section
13(d).
(c) If the name of a person 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 must adopt a fictitious name that is so
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 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.
Legislative
note: If the Secretary of State is not able to
identify from the records maintained by the Secretary of State all of the
entities represented by a registered agent, subsection (e) should be amended to
read:
“(e) The commercial registered agent listing
statement must be accompanied by a list in alphabetical order of the entities
represented by the person. The
[Secretary of State] shall note the filing of the commercial registered agent
listing statement in the index of filings maintained by the [Secretary of
State] for each listed entity. The
statement has the effect of deleting the address of the registered agent from
the registered agent filing of each of those entities.”
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 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 agent termination
statement takes effect on the 31st day after the day on which it is filed.
(c) The commercial registered agent shall promptly
furnish each entity represented by it with 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 registered agent ceases to be an 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 in Section 13. Termination of the listing of a commercial
registered agent under this section does not affect any contractual rights a
represented entity may have against the agent or that the agent may have
against the entity.
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 with the [Secretary
of State] a statement of change signed on behalf of 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) is an affirmation 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)
Instead of using the procedures 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 the
manner provided by the laws of this state other than this [act] for amending
that filing.
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 to Section 5(a), the agent shall file with the
[Secretary of State], 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, its 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 furnish the represented entity with notice in a record of the filing
of a statement of change and the changes made by the filing.
Section 10. Change of name, address, OR TYPE OF
ORGANIZATION by commercial registered agent.
(a)
If a commercial registered agent changes
its name, its address as currently listed under Section 6(a), or its type or
jurisdiction of organization, the agent shall file with the [Secretary of
State] 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, its new
name;
(3) if the address of the agent has changed, the
new address; and
(4) if the type or jurisdiction of organization of
the agent has changed, the new type or jurisdiction of organization.
(b)
The filing 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 furnish each entity represented by it with notice in a record of the
filing of a statement of change relating to the name or address of the agent
and the changes made by the filing.
(e) If a commercial registered agent changes its
address without 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 an 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 cancelled under this section.
Section 11. Resignation of registered agent.
(a)
A registered agent may resign at any
time with respect to a represented entity by filing with the [Secretary of
State] 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 agent
for service of process for the entity; and
(4) the name and address of the person 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 or the
appointment of a new registered agent for the represented entity.
(c)
The registered agent shall promptly
furnish the represented entity with 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. A resignation under this section does not
affect any contractual rights the entity may have against the agent or that the
agent may have 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 12. APPOINTMENT of agent BY NONFILING OR
NONQUALIFIED FOREIGN ENTITY.
(a)
A domestic entity that is not a filing
entity or a nonqualified foreign entity may file with the [Secretary of State]
a statement appointing an agent for service of process signed on behalf of the
entity which states:
(1) the name, type, and jurisdiction of
organization of the entity; and
(2) the information required by Section 5(a).
(b)
A statement appointing an agent for
service of process takes effect on filing.
(c) The appointment 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 an agent for service of
process may not be rejected for filing because the name of the entity filing 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 a statement appointing an agent
for service of process does not make the name of the entity filing the statement
unavailable for use by another entity.
(e) An entity that has filed a statement
appointing an agent for service of process may cancel the statement by 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 an
agent for service of process in this state.
A statement appointing an agent for service of process, which has not
been cancelled earlier, is effective for a period of five years after the date
of filing.
(f) A statement appointing an agent for service of
process for a nonqualified foreign entity terminates automatically on the date
the entity becomes a qualified foreign entity.
Section 13. Service of process on entities.
(a)
A registered agent is an agent of the
represented entity authorized to receive service of any process, notice, or
demand required or permitted by law to be served on the entity.
(b)
If an entity that previously filed a
registered agent filing with the [Secretary of State] no longer has 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, 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 report filed with the [Secretary of State]. Service is perfected under this subsection at
the earliest of:
(1) the date the entity receives the mail;
(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, if correctly addressed and with sufficient postage.
(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 person in charge of
any regular place of business or activity of the entity if the person 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 document, except that 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
perfected by any other means prescribed by law other than this [act].
Section 14. DutIES of registered agent. The
only duties under this [act] of a registered agent who 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 that is served on 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).
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 ______________ .
APPENDIX
Conforming Amendments and Repeals
Section
A1. Model Business Corporation Act
(a) Sections 1.22, 1.25, 1.26, 1.41, and
2.02 of the Model Business Corporation Act are amended to read:
§
1.22. Filing, service, and copying fees.
(a) The secretary of state shall collect the
following fees when the documents described in this subsection are delivered to
him for filing:
*
* *
(7) Corporation’s statement of change of
registered agent or
registered office or both $__
(8) Agent’s statement of change of registered
office for
each affected corporation not to exceed
a total of _____ $__
(9) Agent’s statement of resignation no
fee
*
* *
§
1.25. Filing duty of Secretary of State.
*
* *
(b) The secretary of state files a document
by recording it as filed on the date and time of receipt. After filing a document, except as provided
in sections 5.03 and section 15.10, the secretary of state shall
deliver to the domestic or foreign corporation or its representative a copy of
the document with an acknowledgement of the date and time of filing.
*
* *
§
1.26. Appeal from Secretary of State’s
refusal to file document.
(a) If the secretary of state refuses to
file a document delivered to his office for filing, the domestic or foreign
corporation may appeal the refusal within 30 days after the return of the
document to the [name or describe] court [of the county where the corporation’s
principal office is or will be located (or, if none in this state, its
registered office) is or will be located] [of _______ county]). The appeal is commenced by petitioning the
court to compel filing the document and by attaching to the petition the
document and the secretary of state’s explanation of his refusal to file.
*
* *
§
1.41. Notice.
*
* *
(d) Written notice to a domestic or foreign
corporation (authorized to transact business in this state) may be addressed to
its registered agent at its registered office or to the corporation or
its secretary at its principal office shown in its most recent annual report
or, in the case of a foreign corporation that has not yet delivered an annual
report, in its application for a certificate of authority.
*
* *
§
2.02. Articles of incorporation.
(a) The articles of incorporation must set
forth:
*
* *
(3) the street address of the
corporation’s initial registered office and the name of its initial registered
agent at that office the information required by [Section 5(a) of the Model Registered Agents Act]; and
*
* *
(b) Chapter 5 of the Model Business
Corporation Act is repealed.
(c) Sections 7.03, 7.20, 8.09, 10.05, 11.07,
13.30, 14.07, 14.08, 14.20, 14.21, 14.22, 14.23, 14.31, 15.03 and 15.04 of the
Model Business Corporation Act are amended to read:
§
7.03. Court-ordered meeting.
(a) The [name or describe] court of the
county where a corporation’s principal office is located (or, if none in
this state, its registered office) is located of county) may summarily order
a meeting to be held:
*
* *
§
7.20. Shareholders’ list for meeting.
*
* *
(d) If the corporation refuses to allow a
shareholder, his agent, or attorney to inspect the shareholders’ list before or
at the meeting (or copy the list as permitted by subsection (b)), the [name or
describe] court of the county where a corporation’s principal office is
located (or, if none in this state, its registered office) is located
of county), on application of
the shareholder, may summarily order the inspection or copying at the
corporation’s expense and may postpone the meeting for which the list was
prepared until the inspection or copying is complete.
*
* *
§
8.09. Removal of directors by judicial
proceeding.
(a) The [name or describe] court of the
county where a corporation’s principal office is located (or, if none in
this state, its registered office) is located of county) may remove a
director of the corporation from office in a proceeding commenced by or in the
right of the corporation if the court finds that (1) the director engaged in
fraudulent conduct with respect to the corporation or its shareholders, grossly
abused the position of director, or intentionally inflicted harm on the
corporation; and (2) considering the director’s course of conduct and the
inadequacy of other available remedies, removal would be in the best interest
of the corporation.
*
* *
§
10.05. Amendment by board of directors.
Unless
the articles of incorporation provide otherwise, a corporation’s board of
directors may adopt amendments to the corporation’s articles of incorporation
without shareholder approval:
*
* *
(3) to delete the name and address of the
initial registered agent or registered office, if a statement of change is on
file with the secretary of state; to change the information required by
[section 5(a) of the Model Registered
Agents Act];
*
* *
§
11.07. Effect of merger or share
exchange.
(d) Upon a merger becoming effective, a
foreign corporation, or a foreign eligible entity, that is the survivor of the
merger is deemed to:
(1) appoint the secretary of state as its
agent for agree that service of process in a proceeding to enforce
the rights of shareholders of each domestic corporation that is a party to the
merger who exercise appraisal rights may be made in the manner provided in [Section 13 of the Model Registered Agents
Act], and
*
* *
§
13.30. Court action.
*
* *
(b) The corporation shall commence the
proceeding in the appropriate court of the county where the corporation’s
principal office is located (or, if none, its registered office) in
this state is located in this state, of county). If the corporation is a foreign corporation without
a registered office in this state, it shall commence the proceeding in the
county in this state where the principal office or registered office of
the domestic corporation merged with the foreign corporation was located or,
if the domestic corporation did not have its principal office in this state
at the time of the transaction, in county.
*
* *
§
14.07. Other claims against dissolved
corporation.
*
* *
(b) The notice must:
(1) be published one time in a newspaper of
general circulation in the county where the dissolved corporation’s principal
office is or was last located (or, if none in this state, its
registered office) is or was last located of county).
*
* *
§
14.08. Court proceedings.
(a) A dissolved corporation that has
published a notice under section 14.07 may file an application with the [name
or describe] court of the county where the dissolved corporation’s principal
office is located (or, if none in this state, its registered office)
is located of county) for
a determination of the amount and form of security to be provided for payment
of claims that are contingent or have not been made known to the dissolved
corporation or that are based on an event occurring after the effective date of
dissolution but that, based on the facts known to the dissolved corporation,
are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that
is or is reasonably anticipated to be barred under section 14.07(c).
*
* *
§
14.20. Grounds for administrative
dissolution.
The
secretary of state may commence a proceeding under section 14.21 to
administratively dissolve a corporation if:
*
* *
(3) the corporation is without a registered
agent or registered office in this state for 60 days or more;
(4) the corporation does not notify the
secretary of state within 60 days that its registered agent or registered
office has been changed, or that its registered agent has
resigned, or that its registered office has been discontinued; or
*
* *
§
14.21. Procedure for and effect of
administrative dissolution.
(a) If the secretary of state determines
that one or more grounds exist under section 14.20 for dissolving a
corporation, he shall serve the corporation with written notice of his
determination under section 5.04.
(b) If the corporation does not correct each
ground for dissolution or demonstrate to the reasonable satisfaction of the
secretary of state that each ground determined by the secretary of state does
not exist within 60 days after service of the notice is perfected under
section 5.04, the secretary of state shall administratively dissolve the
corporation by signing a certificate of dissolution that recites the ground or
grounds for dissolution and its effective date.
The secretary of state shall file the original of the certificate and
serve a copy on the corporation under section 5.04.
*
* *
§
14.22. Reinstatement following
administrative dissolution.
*
* *
(b) If the secretary of state determines
that the application contains the information required by subsection (a) and
that the information is correct, he shall cancel the certificate of dissolution
and prepare a certificate of reinstatement that recites his determination and
the effective date of reinstatement, file the original of the certificate, and
serve a copy on the corporation under section 5.04.
*
* *
§
14.23. Appeal from denial of
reinstatement.
(a) If the secretary of state denies a
corporation’s application for reinstatement following administrative
dissolution, he shall serve the corporation under section 5.04 with a
written notice that explains the reason or reasons for denial.
*
* *
§
14.31. Procedure for judicial
dissolution.
(a) Venue for a proceeding by the attorney
general to dissolve a corporation lies in [name the county or counties]. Venue for a proceeding brought by any other
party named in section 14.30 lies in the county where a corporation’s principal
office is or was last located (or, if none in this state, its
registered office) is or was last located of county).
*
* *
§
15.03. Application for certificate of
authority.
(a) A foreign corporation may apply for a
certificate of authority to transact business in this state by delivering an
application to the secretary of state for filing. The application must set forth:
*
* *
(5) the address of its registered office
in this state and the name of its registered agent at that office the
information required by [Section 5(a) of
the Model Registered Agents Act]; and
*
* *
§
15.04. Amended certificate of authority.
(a) A foreign corporation authorized to
transact business in this state must obtain an amended certificate of authority
from the secretary of state if it changes:
(1) its corporate name;
(2) the period of its duration; or
(3) any of the information required by [Section 5(a) of the Model Registered Agents Act];
or
(4) the state or country of its
incorporation.
*
* *
(d) Sections 15.07, 15.08, and 15.09 of the
Model Business Corporation Act are repealed.
(e) Sections 15.30, 16.04, 16.05, and 16.21
of the Model Business Corporation Act are amended to read:
§
15.30. Grounds for revocation.
The
secretary of state may commence a proceeding under section 15.31 to revoke the
certificate of authority of a foreign corporation authorized to transact
business in this state if:
*
* *
(3) the foreign corporation is without a
registered agent or registered office in this state for 60 days or more;
(4) the foreign corporation does not inform
the secretary of state under section 15.08 or 15.09 by an appropriate
filing that its registered agent or registered office has changed,
or that its registered agent has resigned, or that its registered
office has been discontinued within 60 days of the change, or
resignation, or discontinuance;
*
* *
§
16.04. Court-ordered inspection.
(a) If a corporation does not allow a
shareholder who complies with section 16.02(a) to inspect and copy any records
required by that subsection to be available for inspection, the [name or describe
court] of the county where the corporation’s principal office is located
(or, if none in this state, its registered office) is located of county) may summarily
order inspection and copying of the records demanded at the corporation’s
expense upon application of the shareholder.
(b) If a corporation does not within a
reasonable time allow a shareholder to inspect and copy any other record, the
shareholder who complies with sections 16.02(b) and (c) may apply to the [name
or describe court] in the county where the corporation’s principal office is
located (or, if none in this state, its registered office) is located
of county)
for an order to permit inspection and copying of the records demanded. The court shall dispose of an application
under this subsection on an expedited basis.
*
* *
§
16.05. Inspection of records by
directors.
*
* *
(b) The [name or describe the court] of the
county where the corporation’s principal office is located (or, if none
in this state, its registered office) is located of county) may order
inspection and copying of the books, records and documents at the corporation’s
expense, upon application of a director who has been refused such inspection
rights, unless the corporation establishes that the director is not entitled to
such inspection rights. The court shall
dispose of an application under this subsection on an expedited basis.
*
* *
§
16.21. Annual report for Secretary of
State.
(a) Each domestic
corporation, and each foreign corporation authorized to transact business in
this state, shall deliver to the secretary of state for filing an annual report
that sets forth:
(1) the
name of the corporation;
(2) and
the state or country the jurisdiction under whose law it is
incorporated;
(2) (3) the address of its registered office and the name of its
registered agent at that office in this state the information required
by [section 5(a) of the Model Registered
Agents Act];
(3) (4) the address of its principal office, wherever located;
(4) (5) the names and business addresses of its directors and
principal officers; and
(6) the
names of its directors, except that in the case of a corporation that has
eliminated its board of directors pursuant to section 7.32 the annual report
shall set forth the names of the shareholders instead.
(5) a
brief description of the nature of its business;
(6) the
total number of authorized shares, itemized by class and series, if any, within
each class; and
(7) the
total number of issued and outstanding shares, itemized by class and series, if
any, within each class.
* * *
Section
A2. Model Nonprofit Corporation Act
(a) Sections 1.22, 1.25, 1.26, and 2.02 of
the Model Nonprofit Corporation Act are amended to read:
§
1.22. Filing, service, and copying fees.
(a) The secretary of state shall collect the
following fees when the documents described in this subsection are delivered to
him for filing:
*
* *
(7) Corporation’s statement of change of
registered agent or
registered office or both $__
(8) Agent’s statement of change of registered
office for
each affected corporation not to exceed
a total of _____ $__
(9) Agent’s statement of resignation no
fee
*
* *
§
1.25. Filing duty of Secretary of State.
*
* *
(b) The secretary of state files a document
by stamping or otherwise endorsing “Filed,” together with the secretary of
state’s name and official title and the date and time of receipt, on both the
original and copy of the document and on the receipt for the filing fee. After filing a document, except as provided
in sections 5.03 and section 15.10, the secretary of state shall
deliver the document copy, with the filing fee receipt (or acknowledgement of
receipt if no fee is required) attached, to the domestic or foreign corporation
or its representative.
*
* *
§
1.26. Appeal from Secretary of State’s
refusal to file document.
(a) If the secretary of state refuses to
file a document delivered for filing to the secretary of state’s office, the
domestic or foreign corporation may appeal the refusal to the [name or
describe] court in the county where the corporation’s principal office is or
will be located, or if there is none in this state, its registered
office, is or will be located of __________ county. The appeal is commenced by petitioning the
court to compel filing the document and by attaching to the petition the
document and the secretary of state’s explanation of his the
refusal to file.
*
* *
§
2.02. Articles of incorporation.
(a) The articles of incorporation must set
forth:
*
* *
(3) the street address of the
corporation’s initial registered office and the name of its initial registered
agent at that office the information required by [Section 5(a) of the Model Registered Agents Act];
*
* *
(b) Chapter 5 of the Model Nonprofit
Corporation Act is repealed.
(c) Sections 7.03, 7.20, 10.02, 11.06,
14.08, 14.20, 14.21, 14.22, 14.23, 14.31, 15.03 and 15.04 of the Model
Nonprofit Corporation Act are amended to read:
§
7.03. Court-ordered meeting.
(a) The [name or describe] court of the
county where a corporation’s principal office is located (or, if none in
this state, its registered office) is located of ____________ county)
may summarily order a meeting to be held:
*
* *
§
7.20. Members’ list for meeting.
*
* *
(d) If the corporation refuses to allow a
member, a member’s agent, or attorney to inspect the list of members before or
at the meeting (or copy the list as permitted by subsection (b)), the [name or
describe] court of the county where a corporation’s principal office is located
(or, if none in this state, its registered office) is located of
____________ county), on application of the member, may summarily order the
inspection or copying at the corporation’s expense and may postpone the meeting
for which the list was prepared until the inspection or copying is complete and
may order the corporation to pay the member’s costs (including reasonable
counsel fees) incurred to obtain the order.
*
* *
§
10.02. Amendment by directors.
(a) Unless the articles provide otherwise, a
corporation’s board of directors may adopt one or more amendments to the
corporation’s articles without member approval:
*
* *
(3) to delete the name and address of the
initial registered agent or registered office, if a statement of change is on
file with the secretary of state; to change the information required by
[Section 5(a) of the Model Registered
Agents Act];
*
* *
§
11.06. Merger with foreign corporation.
*
* *
(b) Upon the merger taking effect, the
surviving foreign business or nonprofit corporation is deemed to have
irrevocably appointed the secretary of state as its agent for service of
process may be served with process in any proceeding brought against
it as provided in [Section 13 of the
Model Registered Agents Act].
§
14.08. Unknown claims against dissolved
corporation.
*
* *
(b) The notice must:
(1) be published one time in a newspaper of
general circulation in the county where the dissolved corporation’s principal
office is or was last located (or, if none in this state, its
registered office) is or was last located of _____________ county).
*
* *
§
14.20. Grounds for administrative
dissolution.
The
secretary of state may commence a proceeding under section 14.21 to
administratively dissolve a corporation if:
*
* *
(3) the corporation is without a registered
agent or registered office in this state for 60 days or more;
(4) the corporation does not notify the
secretary of state within 120 days that its registered agent or registered
office has been changed, or that its registered agent has
resigned, or that its registered office has been discontinued; or
*
* *
§
14.21. Procedure for and effect of
administrative dissolution.
(a) Upon determining that one or more
grounds exist under section 14.20 for dissolving a corporation, the secretary
of state shall serve the corporation with written notice of that determination under
section 5.04, and in the case of a public benefit corporation shall notify
the attorney general in writing..
(b) If the corporation does not correct each
ground for dissolution or demonstrate to the reasonable satisfaction of the
secretary of state that each ground determined by the secretary of state does
not exist within at least 60 days after service of the notice is perfected under
section 5.04, the secretary of state may administratively dissolve the
corporation by signing a certificate of dissolution that recites the ground or
grounds for dissolution and its effective date.
The secretary of state shall file the original of the certificate and
serve a copy on the corporation under section 5.04, and in the case of a
public benefit corporation shall notify the attorney general in writing.
*
* *
§
14.22. Reinstatement following
administrative dissolution.
*
* *
(b) If the secretary of state determines
that the application contains the information required by subsection (a) and
that the information is correct, the secretary of state shall cancel the certificate of
dissolution and prepare a certificate of reinstatement reciting that determination
and the effective date of reinstatement, file the original of the certificate,
and serve a copy on the corporation under section 5.04.
*
* *
§
14.23. Appeal from denial of
reinstatement.
(a) The secretary of state, upon denying a
corporation’s application for reinstatement following administrative
dissolution, shall serve the corporation under section 5.04 with a
written notice that explains the reason or reasons for denial.
*
* *
§
14.31. Procedure for judicial
dissolution.
(a) Venue for a proceeding by the attorney
general to dissolve a corporation lies in [name the county or court]. Venue for a proceeding brought by any other
party named in section 14.30 lies in the county where a corporation’s principal
office is or was last located (or, if none in this state, its
registered office) is or was last located of ______________ county).
*
* *
§
15.03. Application for certificate of
authority.
(a) A foreign corporation may apply for a
certificate of authority to transact business in this state by delivering an
application to the secretary of state.
The application must set forth:
*
* *
(5) the address of its registered office
in this state and the name of its registered agent at that office the
information required by [Section 5(a) of
the Model Registered Agents Act]; and
*
* *
§
15.04. Amended certificate of authority.
(a) A foreign corporation authorized to
transact business in this state must obtain an amended certificate of authority
from the secretary of state if it changes:
(1) its corporate name;
(2) the period of its duration; or
(3) any of the information required by [Section 5(a) of the Model Registered Agents Act];
or
(4) the state or country of its
incorporation.
*
* *
(d) Sections 15.07, 15.08, and 15.09 of the
Model Nonprofit Corporation Act are repealed.
(e) Sections 15.30, 16.04 and 16.22 of the
Model Nonprofit Corporation Act are amended to read:
§
15.30. Grounds for revocation.
(a) The secretary of state may commence a
proceeding under section 15.31 to revoke the certificate of authority of a
foreign corporation authorized to transact business in this state if:
*
* *
(3) the foreign corporation is without a
registered agent or registered office in this state for 60 days or more;
(4) the foreign corporation does not inform
the secretary of state under section 15.08 or 15.09 by an appropriate
filing that its registered agent or registered office has changed,
or that its registered agent has resigned, or that its registered
office has been discontinued within 90 days of the change, or
resignation, or discontinuance;
*
* *
§
16.04. Court-ordered inspection.
(a) If a corporation does not allow a member
who complies with section 16.02(a) to inspect and copy any records required by
that subsection to be available for inspection, the [name or describe court] of
the county where the corporation’s principal office is located (or, if
none in this state, its registered office) is located of
_____________ county) may summarily order inspection and copying of the
records demanded at the corporation’s expense upon application of the member.
(b) If a corporation does not within a
reasonable time allow a member to inspect and copy any other record, the member
who complies with subsections 16.02(b) and (c) may apply to the [name or
describe court] in the county where the corporation’s principal office is
located (or, if none in this state, its registered office) is located
of _____________ county) for an order to permit inspection and copying
of the records demanded. The court shall
dispose of an application under this subsection on an expedited basis.
*
* *
§
16.22. Annual report for Secretary of
State.
(a) Each domestic corporation, and each
foreign corporation authorized to transact business in this state, shall
deliver to the secretary of state an annual report on a form prescribed and furnished
by the secretary of state that sets forth:
(1) the name of the corporation;
(2) and the state or country the
jurisdiction under whose law it is incorporated;
(2)
(3) the address of its
registered office and the name of its registered agent at the office in this
state the information required by [Section
5(a) of the Model Registered Agents Act];
(3)
(4) the address of its principal
office, wherever located;
(4)
(5) the names and business or
residence addresses of its directors and principal officers; and
(6) the names of its directors.
(5) a brief description of the nature of its
activities;
(6) whether or not it has members;
(7) if it is a domestic corporation, whether
it is a public benefit, mutual benefit or religious corporation; and
(8) if it is a foreign corporation, whether
it would be a public benefit, mutual benefit or religious corporation had it
been incorporated in this state.
*
* *
Section
A3. Uniform Partnership Act (1997)
Sections
1001, 1003, and 1102 of the Uniform Partnership Act (1997) are amended to read:
§
1001. Statement of qualification.
*
* *
(c) After the approval required by
subsection (b), a partnership may become a limited liability partnership by
filing a statement of qualification. The
statement must contain:
*
* *
(3) if the partnership does not have an
office in this State, the name and street address of the partnership’s agent
for service of process the information required by [Section 5(a) of the Model Registered Agents Act];
*
* *
(d) The agent of a limited liability
partnership for service of process must be an individual who is a resident of
this State or other person authorized to do business in this State. (Repealed.)
*
* *
§
1003. Annual report.
(a) A limited liability partnership, and a
foreign limited liability partnership authorized to transact business in this
State, shall file an annual report in the office of the [Secretary of State]
which contains:
(1) the name of the limited liability
partnership and the State or other jurisdiction under whose laws the foreign
limited liability partnership is formed;
(2) the street address of the partnership’s
chief executive office and, if different, the street address of an office of
the partnership in this State, if any; and
(3) if the partnership does not have an office
in this State, the name and street address of the partnership’s current
agent for service of process information required by [Section 5(a) of the Model Registered Agents
Act].
*
* *
§
1102. Statement of foreign
qualification.
(a) Before transacting business in this
State, a foreign limited liability partnership must file a statement of foreign
qualification. The statement must
contain:
*
* *
(2) the street address of the partnership’s
chief executive office and, if different, the street address of an office of
the partnership in this State, if any;
(3) if there is no office of the
partnership in this State, the name and street address of the partnership’s
agent for service of process the information required by [Section 5(a) of the Model Registered Agents Act];
and
*
* *
(b) The agent of a foreign limited
liability partnership for service of process must be an individual who is a
resident of this State or other person authorized to do business in this State. (Repealed.)
*
* *
Section
A4. Uniform Limited Partnership Act
(2001)
(a) Section 102(4) (“designated office”) of
the Uniform Limited Partnership Act (2001) is repealed.
(b) Sections 114, 115, 116, and 117 of the
Uniform Limited Partnership Act (2001) are repealed.
(c) Sections 201, 202, 206, 208, and 210 of
the Uniform Limited Partnership Act (2001) are amended to read:
§
201. Formation of limited partnership;
certificate of limited partnership.
(a) In order for a limited partnership to be
formed, a certificate of limited partnership must be delivered to the
[Secretary of State] for filing. The
certificate must state:
*
* *
(2) the street and mailing address of the
initial designated office and the name and street and mailing address of the
initial agent for service of process the information required by [Section 5(a) of the Model Registered Agents Act];
*
* *
§
202. Amendment or restatement of
certificate.
*
* *
(c) A general partner that knows that any
information in a filed certificate of limited partnership was false when the
certificate was filed or has become false due to changed circumstances shall
promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the
[Secretary of State] for filing a statement of change pursuant to Section
115 or a statement of correction pursuant to Section 207 or [Section 8 of the Model Registered Agents Act].
*
* *
§
206. Delivery to and filing of records
by [Secretary of State]; effective time and date.
*
* *
(c) Except as otherwise provided in Sections
116 and Section 207, a record delivered to the [Secretary of State]
for filing under this [Act] may specify an effective time and a delayed
effective date. Except as otherwise
provided in this [Act], a record filed by the [Secretary of State] is
effective:
*
* *
§
208. Liability for false information in
filed record.
(a) If a record delivered to the [Secretary
of State] for filing under this [Act] and filed by the [Secretary of State]
contains false information, a person that suffers loss by reliance on the
information may recover damages for the loss from:
*
* *
(2) a general partner that has notice that
the information was false when the record was filed or has become false because
of changed circumstances, if the general partner has notice for a reasonably
sufficient time before the information is relied upon to enable the general
partner to effect an amendment under Section 202, file a petition pursuant to
Section 205, or deliver to the [Secretary of State] for filing a statement of
change pursuant to [Section 115] [Section
8 of the Model Registered Agents Act] or a statement of correction
pursuant to Section 207.
*
* *
§
210. Annual report for [Secretary of
State].
(a) A limited partnership or a foreign
limited partnership authorized to transact business in this State shall deliver
to the [Secretary of State] for filing an annual report that states:
(1) the name of the limited partnership or
foreign limited partnership;
(2) the street and mailing address of its
designated office and the name and street and mailing address of its agent for
service of process in this State the information required by [Section 5(a) of the Model Registered Agents
Act];
(3) in the case of a limited partnership,
the street and mailing address of its principal office; and
(4) in the case of a foreign limited
partnership, the State or other jurisdiction under whose law the foreign
limited partnership is formed and any alternate name adopted under Section
905(a).
*
* *
(e) If a filed annual report contains an
address of a designated office or the name or address of an agent for service
of process information provided under subsection (a)(2) which
differs from the information shown in the records of the [Secretary of State]
immediately before the filing, the differing information in the annual report
is considered a statement of change under Section 115 [Section 8 of the Model Registered Agents Act].
(d) Sections 304, 407, 807, 902, 906, 1104,
1105, 1108, and 1109 of the Uniform Limited Partnership Act (2001) are amended
to read:
§
304. Right of limited partner and former
limited partner to information.
(a) On 10 days’ demand, made in a record
received by the limited partnership, a limited partner may inspect and copy
required information during regular business hours in the limited partnership’s
designated principal office.
The limited partner need not have any particular purpose for seeking the
information.
*
* *
(d) Subject to subsection (f), a person
dissociated as a limited partner may inspect and copy required information
during regular business hours in the limited partnership’s designated principal
office if:
*
* *
§
407. Right of general partner and former
general partner to information.
(a) A general partner, without having any
particular purpose for seeking the information, may inspect and copy during
regular business hours:
(1) in the limited partnership’s designated
principal office, required information; and
*
* *
§
807. Other claims against dissolved
limited partnership.
*
* *
(b) The notice must:
(1) be published at least once in a
newspaper of general circulation in the [county] in which the dissolved limited
partnership’s principal office is located or, if it has none in this
State, in the county in which the limited partnership’s designated office is
or was last located ____________ county;
*
* *
§
902. Application for certificate of
authority.
(a) A foreign limited partnership may apply
for a certificate of authority to transact business in this State by delivering
an application to the [Secretary of State] for filing. The application must state:
*
* *
(4) the name and street and mailing
address of the foreign limited partnership’s initial agent for service of
process in this State the information required by [Section 5(a) of the Model Registered Agents Act];
*
* *
§
906. Revocation of certificate of
authority.
(a) A certificate of authority of a foreign
limited partnership to transact business in this State may be revoked by the
[Secretary of State] in the manner provided in subsections (b) and (c) if the
foreign limited partnership does not:
*
* *
(3) appoint and maintain an agent for
service of process as required by Section 114(b) [Section 5(a) of the Model Registered Agents Act];
or
(4) deliver for filing a statement of change
under Section 115 [Section 8 of
the Model Registered Agents Act] within 30 days after a change has
occurred in the name or address of the agent.
(b) In order to revoke a certificate of
authority, the [Secretary of State] must prepare, sign, and file a notice of
revocation and send a copy to the foreign limited partnership’s agent for
service of process in this State, or if the foreign limited partnership does
not appoint and maintain a proper agent in this State, to the foreign limited
partnership’s [designated] principal
office. The notice must state:
*
* *
§
1104. Filings required for conversion;
effective date.
(a) After a plan of conversion is approved:
(1) a converting limited partnership shall
deliver to the [Secretary of State] for filing articles of conversion, which
must include:
*
* *
(F) if the converted organization is a
foreign organization not authorized to transact business in this State, the
street and mailing address of an office which the Secretary of State may use
for the purposes of may be used for service of process under Section
1105(c); and
*
* *
§
1105. Effect of conversion.
*
* *
(c) A converted organization that is a
foreign organization consents to the jurisdiction of the courts of this State
to enforce any obligation owed by the converting limited partnership, if before
the conversion the converting limited partnership was subject to suit in this
State on the obligation. A converted
organization that is a foreign organization and not authorized to transact
business in this State appoints the Secretary of State as its agent for
service of process for purposes of enforcing an obligation under this
subsection. Service on the Secretary of
State under this subsection is made in the same manner and with the same
consequences as in Section 117(c) and (d) may be served with process at
the address required in the articles of conversion under Section 1104(a)(1)(F).
§
1108. Filings required for merger;
effective date.
*
* *
(b) The articles of merger must include:
*
* *
(7) if the surviving organization is a
foreign organization not authorized to transact business in this State, the
street and mailing address of an office which the Secretary of State may use
for the purposes of may be used for service of process under Section
1109(b); and
*
* *
§
1109. Effect of merger
*
* *
(b) A surviving organization that is a
foreign organization consents to the jurisdiction of the courts of this State
to enforce any obligation owed by a constituent organization, if before the
merger the constituent organization was subject to suit in this State on the
obligation. A surviving organization
that is a foreign organization and not authorized to transact business in this
State appoints the Secretary of State as its agent for service of process
for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this
subsection is made in the same manner and with the same consequences as in
Section 117(c) and (d) may be served with process at the address
required in the articles of merger under Section 1108(b)(7).
Section
A5. Uniform Limited Liability Company
Act
(a) Sections 108, 109, 110, and 111 of the
Uniform Limited Liability Company Act are repealed.
(b) Sections 203 and 211 of the Uniform
Limited Liability Company Act are amended to read:
§
203. Articles of organization.
(a) Articles of organization of a limited
liability company must set forth:
*
* *
(2) the address of the initial designated
office; (Repealed.)
(3) the name and street address of the
initial agent for service of process the information required by [Section 5(a) of the Model Registered Agents Act];
*
* *
§
211. Annual report for [Secretary of
State].
(a) A limited liability company, and a
foreign limited liability company authorized to transact business in this
State, shall delver to the [Secretary of State] for filing an annual report
that sets forth:
(1) the name of the company;
(2) and the State or country the
jurisdiction under whose law it is organized;
(2)
(3) the address of its
designated office and the name and address of its agent for service or process
in this State the information required by [Section 5(a) of the Model Registered Agents Act];
(3)
(4) the address of its
principal office, wherever located; and
(4)
(5) the names and business
addresses of any managers.
*
* *
(c) Sections 808, 906, 1002, and 1006 of the
Uniform Limited Liability Company Act are amended to read:
§
808. Other claims against dissolved
limited liability company.
*
* *
(b) The notice must:
(1) be published at least once in a
newspaper of general circulation in the [county] in which the dissolved limited
liability company’s principal office is or was located or, if none in
this State, in which its designated office is or was last located in
___________ county;
*
* *
§
906. Effect of merger.
*
* *
(b) The Secretary of State is an agent
for service of process in an action or proceeding against the surviving foreign
entity to enforce an obligation of any party to a merger if If the
surviving foreign entity fails to appoint or maintain an agent designated for
service or process in this State or the agent for service of process cannot
with reasonable diligence be found at the designated office. Upon receipt of
process, the Secretary of State shall send a copy of the process by registered
or certified mail, return receipt requested, to the surviving entity at the
address set forth in the articles of merger, service of process may be
made on the foreign entity as provided in [Section
13(b) of the Model Registered Agents Act]. Service is effected under this subsection at
the earliest of:
*
* *
§
1002. Application for certificate of
authority.
(a) A foreign limited liability company may
apply for a certificate of authority to transact business in this State by
delivering an application to the [Secretary of State] for filing. The application must set forth:
*
* *
(4) the address of its initial designated
office in this State (Repealed.);
(5) the name and street address of its
initial agent for service of process in this State the information
required by [Section 5(a) of the Model
Registered Agents Act];
*
* *
§
1006. Revocation of certificate of
authority.
(a) A certificate of authority of a foreign
limited liability company to transact business in this State may be revoked by
the [Secretary of State] in the manner provided in subsection (b) if:
(1) the company fails to:
*
* *
(iii) appoint and maintain an agent for service
of process as required by this article [Section 5(a) of the Model Registered Agents Act]; or
(iv) file a statement of change in the name or
business address of the agent as required by this article [Section 8 of the Model Registered Agents Act];
or
*
* *
(b) The [Secretary of State] may not revoke
a certificate of authority of a foreign limited liability company unless the
[Secretary of State] sends the company notice of the revocation, at least 60
days before its effective date, by a record addressed to its agent for
service of process in this State, or if the company fails to appoint and
maintain a proper agent in this State, addressed to the office required to be
maintained by Section 108 served in accordance with [Section 13 of the Model Registered Agents Act]. The notice must specify the cause for the
revocation of the certificate of authority.
The authority of the company to transact business in this State ceases on
the effective date of the revocation unless the foreign limited liability
company cures the failure before that date.
Section
A6. Prototype Limited Liability Company
Act
(a) Section 105 of the Prototype Limited
Liability Company Act is repealed.
(b) Sections 202, 908, and 1002 of the
Prototype Limited Liability Company Act are amended to read:
§
202. Articles of organization.
The
articles of organization shall set forth:
*
* *
(B) The address of the registered office
and the name and business, residence, or mailing address of the registered
agent required to be maintain by § 105. The information required by [Section 5(a) of the Model Registered Agents Act].
*
* *
§
908. Unknown claims against dissolved
limited liability company.
*
* *
(B) The notice must:
(1) Be published once in a newspaper of
general circulation in the county where the limited liability company’s
principal office (or, if none in this state, its registered office) is
located is located or, if none in this state, in __________ county;
*
* *
§
1002. Registration.
Before
transacting business in this state, a foreign limited liability company shall
register with the Secretary of State by submitting to the Secretary of State an
original signed copy of an application for registration as a foreign limited
liability company, together with a duplicate copy that may be either a signed,
photocopied, or conformed copy, executed by a person with authority to do so
under the laws of the state or other jurisdiction of its formation. The application shall set forth:
*
* *
(C) The name and address of a registered
agent for service of process required to be maintained by § 105 the
information required by [Section 5(a) of
the Model Registered Agents Act];
(D) A statement that the Secretary of
State is appointed the agent of the foreign limited liability company for
service of process if the foreign limited liability company fails to appoint or
maintain a registered agent in satisfaction of the requirements of § 105 (Repealed.);
*
* *
Section
A7. Uniform Unincorporated Nonprofit
Association Act
Section
10 of the Uniform Unincorporated Nonprofit Association Act is amended to read:
§
10. Appointment of agent to receive
service of process.
*
* *
(b) A statement appointing an agent must set
forth:
*
* *
(4) the name of the person in this State
authorized to receive service of process and the person’s address, including
the street address, in this State the information required by [Section 5(a) of the Model Registered Agents Act].
(c) A statement appointing an agent, and
an amendment or cancellation thereof, must be signed and acknowledged
sworn to by a person authorized to manage the affairs of the nonprofit
association. The statement must also
be signed and acknowledged by the person appointed agent, who thereby accepts
the appointment. The appointed agent may
resign by filing a resignation in the office of the Secretary of State and
giving notice to the nonprofit association.
(d) A filing officer may collect a fee for
filing a statement appointing an agent to receive service of process, an
amendment, a cancellation, or a resignation in the amount charged for filing
similar documents. (Repealed.)
(e) An amendment to or cancellation of a
statement appointing an agent to receive service of process must meet the
requirements for execution of an original statement. (Repealed.)
