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WHC RESPONSES TO STYLE COMMITTEE COMMENTS

ARE IN ALL CAPS AND UNDERLINED

 

STYLED BY THE COMMITTEE OF STYLE 1/19/6

 

TEXT ONLY VERSION

 

Inserted text is underscored in blue.  Deleted text is overstricken in red.  Formatting changes are in squiggly brackets in {green}. Explanations and questions are in footnotes.

 

DRAFT

 

FOR DISCUSSION ONLY

 

 

MODEL Registered Agents ACT

and RATIONALIZATION of ENTITY

Annual Filing Requirements*

_________________________________________________

 

NATIONAL CONFERENCE OF COMMISSIONERS

 

ON UNIFORM STATE LAWS

_________________________________________________

 

For Committee on Style Meeting, January 19-22, 2006

 

With Introduction, Partial Comments and Appendix of Conforming Amendments

 

Copyright ©2006

by

NATIONAL CONFERENCE OF

COMMISSIONERS ON UNIFORM STATE LAWS

________________________________________________________________________

The ideas and conclusions set forth in this draft, including the proposed statutory language and any comments or reporter’s notes, have not been passed upon by the National Conference of Commissioners on Uniform State Laws or the Drafting Committee.  They do not necessarily reflect the views of the Conference and its Commissioners, or the Drafting Committee and its Members and Reporter.  Proposed statutory language may not be used to ascertain the intent or meaning of any promulgated final statutory proposal.

 

* Name change subject to approval by Executive Committee  THE NEW DRAFT USES THE TITLE I UNDERSTAND HAS BEEN APPROVED BY THE EXECUTIVE COMMITTEE.

MODEL Registered Agents ACT and RATIONALIZATION OF ENTITY

Annual Filing Requirements

MODEL REGISTERED AGENTS ACT AND RATIONALIZATION OF ENTITY

ANNUAL FILING REQUIREMENTS1

Section 1.  Short title.  SECTION 1.  SHORT TITLE.2  This [act] may be cited as the [State] Model Registered Agents Act.3                                         

            Section 2.  Definitions.  SECTION 2. DEFINITIONS. {wrap}(a)  Definitions. 4 In this [act]:

{1 tab}5(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 Section 10 of the Uniform Unincorporated Nonprofit Association Act]; or6

                        (B)  a nonqualified foreign entity under section Section 11.7

            (2)  “Commercial registered agent” means an individual or a domestic or foreign entity that is listed under section Section 6.

            (3)  “Domestic entity” means an entity whose internal affairs are governed by the law of this state.8

            (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 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 government, a 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.

            (3) (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.

            (4) (11)  “Noncommercial registered agent” means a person that is not listed as a commercial registered agent under section Section 6 and that which9 is:

                        (A)  an individual or a domestic or foreign entity that serves in this State state10 as the registered agent of an entity; or

                        (B)  the individual who holds the office or other position in an entity that which is designated as the agent for service of process pursuant to section Section 5(a)(2)(B).

            (5)  “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].

            (6) (13) “Nonresident LLP limited liability partnership11 statement” means:

                        (A)  a statement of qualification of a domestic limited liability partnership that does not have an office in this State state; or

                        (B)  a statement of foreign qualification of a foreign limited liability partnership that does not have an office in this State 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.

            (7) (18)  “Registered agent” means a commercial registered agent or a noncommercial registered agent.

            (8) (19)  “Registered agent registered-agent12 filing” means:

                        (A)  the public organic document of a domestic filing entity;

                        (B)  a nonresident LLP limited-liability-partnership statement;

                        (C)  a foreign qualification document; or

                        (D)  an appointment of an agent.[*]

            (9) (20) “Represented entity” means:

                        (A)  a domestic filing entity;

                        (B)  a domestic or qualified foreign limited liability 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; or

                        (E)  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)  Other definitions.  As used in this [act], the following terms have the meanings given to them in [Section 102 of the Model Entity Transactions Act]:

                                    (1)  “domestic entity”

                                    (2)  “entity”

                                    (3)  “filing entity”

                                    (4)  “foreign entity”

                                    (5)  “governor”

                                    (6)  “interest holder”

                                    (7)  “jurisdiction of organization”

                                    (8)  “person”

                                    (9)  “public organic document”

                                    (10)  “qualified foreign entity”

                                    (11)  “record”

                                    (12)  “sign”

                                    (13)  “type”

            Section 3.  Fees.  SECTION 3.  FEES.

Alternative A

            (a)  Filing fees.  The [Secretary of State] shall collect the following fees when a filing is made under this [act]:

                        document                                                                     fee

                        (1) for a commercial registered agent registered-agent listing statement, $[__ ];

                        (2) for a statement of change,    $[__ ]; and

                        (3) statement of resignation                                           no fee13

                        (4) (3) for a statement appointing an agent for service {wrap} of process, $[__ ].

            (b)  Service of process fee.  The [Secretary of State] shall collect a fee of $[__] each time process is served on the [Secretary of State] under this [act].  The prevailing party to in a proceeding causing service of process is entitled to may recover this fee as costs if the party is awarded costs in the proceeding.[‡]

            (c)  Copy and certification fees.  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.

Alternative B

            (a) The [Secretary of State] shall by rule set fees for the following filings and services under this [act]:

                        (1) commercial registered-agent listing statement;

                        (2) statement of change;

                        (3) statement appointing an agent for service of process;

                        (4) service of process;

                        (5) copying; and

                        (6) providing a certificate.

            (b) The prevailing party in a proceeding causing service of process may recover the fee authorized by subsection (a)(3) as costs.14

End of Alternatives

            Section 4.  Addresses in filings. SECTION 4.  ADDRESSES IN FILINGS. Whenever this [act] requires that a filing to state an address, the filing must state both:15

            (1)  an actual a street address in this state or rural route box number, in this state; and

            (2)  a mailing address,16 if different than from the address under paragraph (1).

            Section 5.  Appointment of registered agent. SECTION 5.  APPOINTMENT OF REGISTERED AGENT.

            (a) To appoint a registered agent, an entity must file a registered-agent filing pursuant to this section.17

            (a) (b)  General rule.  A registered agent registered-agent filing must state either:18

                        (1)  the name of the represented entity’s commercial registered agent; or

                        (2)  if the entity does not have a commercial registered agent, either:

                                    (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) (c) Consent of registered agent.  The appointment of a registered agent pursuant to subsection (a)(1) or (a)(2)(A) is an affirmation by the represented entity that the registered agent[§] has consented to serve as such the entity’s agent for service of process.[**]              

            (c) (d)  Daily listing of filings.  The [Secretary of State] must shall19 make available in a record as promptly as practicable a daily list of filings that name a registered agent.  The list must be organized by type of filing and list in alphabetical order the names of the registered agents.  The list and[††] must be kept available for at least two weeks.

            Section 6.  LISTING of commercial registered agent.  SECTION 6.  LISTING OF COMMERCIAL REGISTERED AGENT. 

            (a)  General rule.  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 registered-agent listing statement signed by or on behalf of the person that 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)  Effectiveness of statement.  A commercial registered agent listin registered-agent- listing statement takes effect on filing. 

            Section 7.  Change of registered agent by entity.  SECTION 7.  CHANGE OF REGISTERED AGENT BY ENTITY.

            (a)  General rule.  A Except as otherwise provided in subsection (e), a20 represented entity may change the information currently on file under section Section 5(a) by filing with the [Secretary of State] a statement of change signed on behalf of the entity that which states:

                        (1)  the name of the entity; and                                     

                        (2)  the information required by section 5(a) that is to be in effect as a result of the filing of the statement of change.

            (b)  Approval of interest holders or governors not required.  It is not necessary for the The interest holders or governors of a domestic entity to 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 another jurisdiction.

            (c)  Consent of registered agent.  The appointment of a registered agent pursuant to subsection (a) is an affirmation by the represented entity that the registered agent has consented to serve as such the entity’s agent for service of process.

            (d)  Effectiveness of statement.  A statement of change filed under this section takes effect on filing. 

            (e)  Nonexclusive procedure.  Instead of using the procedures in this section, a A represented entity may change its registered agent by amending its most recent registered agent registered-agent filing in the manner provided by law of this state other than this [act] for amending that filing.21

            Section 8.  Change of name or address by NONCOMMERCIAL registered agent.  SECTION 8.  CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT.

            (a)  General rule.  If a noncommercial registered agent of a represented entity appointed pursuant to Section 5(a) changes its name or its address as currently in effect with respect to a represented entity pursuant to section 5(a), [‡‡]the noncommercial registered agent22 must shall file with the [Secretary of State] a statement of change signed on behalf of the noncommercial registered agent that which states:

                        (1)  the name of the represented entity;

                        (2)  the name and address of the noncommercial registered agent as currently in effect with respect to the represented entity;

                        (3)  if the name of the noncommercial registered agent has changed, its new name; and

                        (4)  if the address of the noncommercial registered agent has changed, the new address.

            (b)  Effectiveness of statement.  A statement of change filed under this section takes effect on filing. 

            (c)  Notice to represented entity.  The A23 noncommercial registered agent must shall promptly furnish the represented entity with notice in a record of the filing of the a statement of change and the changes made by the filing.

            Section 9.  Change of name or address by commercial registered agent.  SECTION 9.  CHANGE OF NAME OR ADDRESS BY COMMERCIAL REGISTERED AGENT.

            (a)  General rule.  If a commercial registered agent changes its name or the address currently listed under section Section 6(a), the commercial registered agent must shall file with the [Secretary of State] a statement of change signed by or on behalf of the commercial registered agent that which states:                          

                        (1)  the name and address of the commercial registered agent as currently listed under section Section 6(a);

                        (2)  if the name of the commercial registered agent has changed, the new name; and

                        (3)  if the address of the commercial registered agent has changed, the new address.

            (b)  Application to all represented entities.  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 commercial registered agent.

            (c)  Effectiveness of statement.  A statement of change filed under this section takes effect on filing. 

            (d)  Notice to represented entities.  The A commercial registered agent must shall promptly furnish each entity represented by it with notice in a record of the filing of the statement of change and the changes made by the filing.

            (e)  Cancellation of listing.  If the [Secretary of State] learns that a commercial registered agent has changed changes its address without filing a statement of change as required by this section, the [Secretary of State] may cancel the listing of the commercial registered agent under section 6.  As promptly as possible after canceling the listing of a commercial registered agent, the [Secretary of State] shall give notice in a record to each entity represented by that commercial registered agent.

            Section 10.  Resignation of registered agent.  SECTION 10.  RESIGNATION OF REGISTERED AGENT.

            (a)  General rule.  A registered agent may resign at any time as an agent for service of process with respect to a represented entity by filing with the [Secretary of State] a statement of resignation signed by or on behalf of the registered agent that states:

                        (1)  the name of the represented entity;

                        (2)  the name of the registered agent;

                        (3)  that the registered agent resigns from serving as agent for service of process for the represented entity; and

                        (4)  the name and address of the person to whom which24 the registered agent will send the notice required by subsection (c).

            (b)  Effectiveness of statement.  A statement of resignation of a registered agent takes effect on the earlier of the 31st 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity.                                               

            (c)  Notice to represented entity.  A registered agent must shall promptly furnish the represented entity with notice in a record of the date on which the a statement of resignation of a registered agent was filed.25

            (d)  Effect of resignation.  When a statement of resignation of a registered agent takes effect, the registered agent ceases to have responsibility for any matter tendered to it as registered agent for the represented entity.  The A resignation under this section is without prejudice to does not affect any contract rights the represented entity may have against the registered agent.

            Section 11.  APPOINTMENT of agent BY NONQUALIFIED FOREIGN ENTITY.  SECTION 11.  APPOINTMENT OF AGENT BY NONQUALIFIED FOREIGN ENTITY.

            (a)  General rule.  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 nonqualified foreign entity that which states:

                        (1)  the name, type, and jurisdiction of organization of the nonqualified foreign entity; and

                        (2)  the information required by section Section 5(a).

            (b)  Effectiveness of statement.  A statement by a nonqualified foreign entity appointing an agent for service or of process takes effect on filing. 

            (c)  Effect of filing.  The appointment of a registered agent under this section does not qualify authorize the represented entity to do business in this state, and is not sufficient alone to create personal jurisdiction over the represented entity in this state.

            Section 12.  Service of process on entities.  SECTION 12.  SERVICE OF PROCESS ON ENTITIES.26

            (a)  General rule.  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)  Service in absence of registered agent.  If an entity that has previously filed with the [Secretary of State] a registered agent 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 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 in with the United States Mail Postal Service, if correctly addressed with sufficient postage.

            (c)  Service on unrepresented entities.  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 for the time being in charge of any regular place of business or activity of the entity so long as if the person served is not a plaintiff in the action.

            (d)  Form of service.  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 commercial registered agent has announced publicly from time to time it will accept.

            (e)  Other means of service.  This section does not prescribe the only means, or necessarily the required means, of serving an entity; and service Service of process, notice, or demand may be perfected by any other means prescribed by applicable statute or rule law other than this [act].

            Section 13.  DutIES of registered agent.  SECTION 13.  DUTIES OF REGISTERED AGENT.  The sole only duties under this [act] of a registered agent who has complied with under this [act] are:

            (1)  to forward to the represented entity at the address most recently supplied to the registered agent by the represented entity any notice, process, notice, or demand that is served on the registered agent;

            (2)  to provide the notices required by this [act] to the represented entity at the address most recently supplied to the registered agent by the represented entity;

            (3)  if the registered agent is a noncommercial registered agent, to keep current the information required by section Section 5(a) in the most recent registered agent registered-agent filing for the represented entity current; and

            (4)  if the registered agent is a commercial registered agent, to keep current the information listed for it under section Section 6(a) current.

            Section 14.  JURISDICTION AND VENUE.  SECTION 14.  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 it’s the registered agent does not determine where venue may be laid in an action or proceeding involving the represented entity.

            SECTION 15.  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.27

            Section 15.  Relation to Electronic Signatures in Global and National Commerce Act.  SECTION 14.  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 notice described in Section 103(b) of that act (15 U.S.C. Section 7003(b)).

            Section 16.  Effective date.  This [act] takes effect [January 1, 20__].28

            Section 17.  Savings clause.  SECTION 15.  SAVINGS CLAUSE.   This [act] does not affect an action or proceeding commenced or right accrued before the effective date of this [act].

            SECTION 16.  EFFECTIVE DATE.  This [act] takes effect [January 1, 20__].29


            1Do not use small capital letters anywhere in the text of the act.  I DIDN’T.  I DON’T KNOW WHERE THEY CAME FROM.

            2Section headings must be in all capital letters and in boldface.  THAT’S THE STYLE I USED IN THE PREVIOUS DRAFT AND WILL CONTINUE TO USE.  I DON’T KNOW WHERE THE DIFFERENT STYLE CAME FROM IN THE TEXT YOU WERE USING.

            3The Executive Committee decides the title.  However, the short title should begin with the word “Model” and not the name of the enacting state.  NO.  USING “[STATE]” INSTEAD OF “MODEL” IS WHAT WAS DONE IN SECTION 101 OF THE MODEL ENTITY TRANSACTIONS ACT.  THIS IS THE NEXT ACT IN THE SERIES AND NEEDS TO TRACK META.

            4Do not use headings for subsections or lower subdivisions.  I DON’T AGREE.  THIS IS THE STYLE USED IN UCC REVISED ARTICLE 9.  IT SUBSTANTIALLY IMPROVES THE READABILITY OF THE STATUTE.

            5The first subdivision under a section should be only one tab, etc.  Since the paragraph is the first subdivision in the definitions section, it should be at the first tab.  In other sections, the subsection should be at the first tab.  I have deleted all of the extra tabs in the provisions that follow.  THE TABS IN MY DRAFT WERE WHAT WAS SUPPLIED TO ME BY THE NCCUSL CHICAGO OFFICE.  YOU NEED TO GET YOUR SIGNALS STRAIGHT WITH THEM.  I WILL USE YOUR TAB SCHEME IN THE NEXT DRAFT.

            6Do not italicize text within brackets.  QUESTION: What if the state, like most states, has not enacted UUNAA?  THEN PARAGRAPH (A) SHOULD NOT BE INCLUDED.  THE COMMENTS WILL SAY THAT.

            7Capitalize “Section” when referring to a specific section.  However, say “in this section”.  OK.

            8META has not been adopted by any state and may not be adopted widely.  It is essential that you integrate these 13 definitions from META, alphabetically.   I UNDERSTAND THIS POINT, BUT THINK IT NEEDS FURTHER DISCUSSION.  IN A PREVIOUS DRAFT OF THE ACT WE HAD PUT ALL THE DEFINITIONS TOGETHER.  THAT RAISED A LOT OF QUESTIONS AND GOT PEOPLE CONFUSED SO WE DECIDED TO BREAK OUT THE IMPORTANT DEFINITIONS FOR PURPOSES OF THE ACT.

            9Use “which” if the antecedent is remote.  I HAVE NEVER SEEN THIS RULE IN ANY ACCEPTED GRAMMATICAL AUTHORITY AND THUS HAVE DECLINED TO FOLLOW IT IN THE NEW DRAFT.  BUT I’M HAPPY TO BE EDUCATED AND MAKE THIS CHANGE IF YOU SHOW ME SOME GRAMMARIANS WHO SUPPORT THE RULE.  NOTE THE INCONSISTENT USAGE ON THIS POINT IN YOUR MARK-UP; COMPARE PAGE 10, LINE 11, AND PAGE 14, LINE 18, WITH PAGE 11, LINE 6, AND PAGE 12, LINE 12.

            10The word “state” is lower case except in a proper noun, such as “Secretary of State”.  OK.

            11Don’t use abbreviations in the text of the act.  IT’S NOT AN ABBREVIATION.  IT’S A TERM OF ART.  OTHERWISE THE NAME OF THE FILING BECOMES RIDICULOUSLY LONG AND INTERFERES WITH THE SENSE OF THE STATUTORY PROVISION.

            12When “registered-agent” functions as an adjective, it must be hyphenated.  IT’S NOT AN ADJECTIVE.  IT’S PART OF THE PROPER NAME OF THE FILING.

[*] I HAVE NOT MADE THIS CHANGE.  THIS IS THE PROPER NAME OF A FILING.  SEE DEFINITION (1).

 

[†] I HAVE NOT MADE THIS CHANGE.  THE NAME OF THIS ENTITY IS NEVER HYPHENATED.

            13If you want to prohibit fees for a statement of resignation, you must do so in a positive statement, not indirectly.  I HAVE NOT FOLLOWED THE REVISIONS TO THIS SECTION.  THE SECTION AS PROPOSED FOLLOWS THE STYLE OF SECTION A1-3 OF APPENDIX I OF META.

[‡] I HAVE NOT MADE THE CHANGES TO SUBSECTION (B) BECAUSE THE ISSUE IS NOT PREVAILING IN A PROCEEDING BUT BEING AWARDED COSTS.  IN AN APPRAISAL RIGHTS PROCEEDING, FOR EXAMPLE, THE DISSENTING SHAREHOLDER ALWAYS RECEIVES AN AWARD, BUT DOESN’T ALWAYS RECEIVE COSTS.

            14A large and growing number of states set such fees by rule making.

            15“Both” is redundant of “and” and confusing because paragraph (2) is not an absolute requirement.  OK.

            16QUESTION: Do you intend to limit the address in paragraph (2) addresses in the state?  This should be made clear.  If you so intend, add “in this state” after “mailing address”.  If not, add “mailing address in or outside this state” in the same place.  OK.

            17The section implied this rule but did not state it affirmatively.  An act cannot depend on the definitions section for substantive rules.  NO.  OTHER ACTS CREATE THE REQUIREMENT TO FILE A REGISTERED AGENT FILING.  FOR EXAMPLE, THE UNIFORM LIMITED PARTNERSHIP ACT REQUIRES THE FILING OF A CERTIFICATE OF LIMITED PARTNERSHIP TO CREATE A LIMITED PARTNERSHIP.  THIS ACT IS SIMPLY IMPOSING A RULE ON WHAT A CERTIFICATE OF LIMITED PARTNERSHIP MUST SAY ABOUT A REGISTERED AGENT.

            18“Either” is redundant of “or”.  OK.

[§] NO.  THE FULL TERM IS NEEDED.

 

[**]  NO.

            19The rules for use of “shall” and “must” is as follows: (1) Use “shall” if the verb it qualifies is a transitive verb in the active voice and the subject is animate.  However, if the word is used to express a condition precedent, use “must”.  (2) Use “must” if the verb it qualifies is in the passive voice or the subject is inanimate.  OK.

[††] NO.  THIS MAKES A RUN-ON SENTENCE.

            20Subsection (e) provides an exception to the rule stated in subsection (a) and must be referenced.  NO.  SUBSECTION (E) IS NOT AN EXCEPTION.  THIS SECTION IS AN ALTERNATIVE METHOD.

            21QUESTION:  Do you intend subsection (e) to be limited to changing the registered agent as a whole and not apply to an action simply changing the agent’s address?  GOOD QUESTION.  SUBSECTION (E) HAS BEEN CHANGED TO CLARIFY THIS POINT.

[‡‡] I HAVE NOT MADE THESE CHANGES.  THE ISSUE IS NOT WHETHER THE AGENT HAS CHANGED ITS NAME OR ADDRESS, BUT WHETHER THE RECORD UNDER SECTION 5(A) IS CORRECT.

 

            22Use the shortened form “agent” to refer to the term “noncommercial registered agent” in subsequent uses of the term within the same subsection.  Repeat the entire term when first used in other subsections.  OK.

            23Each subsection is independent and cannot depend on matter in other subsections.  OK.

            24Don’t use “who” or “whom” unless referring to an individual.  OK.

            25QUESTION: How does one know that a new agent has been appointed other than by filing?  YOU WON’T.  NOT SURE WHAT YOU ARE ASKING.

            26Although we have styled this section, we suggest that you delete it because it duplicates general laws in every state for service of process.  THAT MAY NOT BE CORRECT BECAUSE THE CONFORMING AMENDMENTS WILL DELETE THOSE PROVISIONS FROM THE LAWS OF MANY STATES.

            27This section is antithetical to the concept of a model act as distinct from a uniform act.  COULDN’T DISAGREE WITH YOU MORE.  THIS IS EXACTLY THE FORMULATION USED IN SECTION 701 OF META AND IT NEEDS TO BE RETAINED HERE.

            28Moved to the end.  OK.

            29The effective date of legislation various enormously from state to state.  OK.