Effective - 28 Aug 2004
359.041. Registered agent and registered office — procedure for changing, filed by limited partnership, filed by registered agent — effective when — failure to maintain, effect. — 1. Each limited partnership shall continuously maintain in this state:
(1) A registered office which may be, but need not be, a place of its business in this state; and
(2) A registered agent for service of process on the limited partnership, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a domestic corporation or a foreign corporation authorized to do business in this state, whose business office is identical with such registered office.
2. A limited partnership may from time to time change the address of its registered office. A limited partnership shall change its registered agent if the office of registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapacitated to act, or if the limited partnership revokes the appointment of its registered agent. A limited partnership may change the address of its registered office or change its registered agent, or both, by filing in the office of the secretary of state, on a form approved by the secretary of state, a statement setting forth:
(1) The name of the limited partnership;
(2) The address, including street and number, if any, of its then registered office;
(3) If the address of its registered office be changed, the address, including street and number, if any, to which the registered office is to be changed;
(4) The name of its then registered agent;
(5) If its registered agent be changed, the name of its successor registered agent and the successor registered agent's written consent to the appointment either on the statement or attached thereto;
(6) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(7) That such change was authorized by the limited partnership.
3. Such statement shall be executed in duplicate by the limited partnership by a general partner, and delivered to the secretary of state. The execution of such a statement by a general partner constitutes an affirmation under the penalties of section 575.040 that the facts stated therein are true. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall file the same, keeping the original and returning the other copy to the limited partnership or to its representative.
4. The change of address of the registered office, or the change of the registered agent, or both, as the case may be, shall become effective upon the filing of such statement by the secretary of state. The location or residence of any limited partnership shall be deemed for all purposes to be in the county where its registered office is maintained.
5. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 2 of this section and recites that the limited partnership has been notified of the change. The change of address of the registered office shall become effective upon the filing of the statement to the secretary of state.
6. In the event that a limited partnership shall fail to appoint or maintain a registered agent in this state, then the secretary of state, as long as such default exists, shall be automatically appointed as an agent of such limited partnership upon whom any process, notice, or demand required or permitted by law to be served upon the limited partnership may be served. Service on the secretary of state of any process, notice or demand against a limited partnership shall be made by delivering to and leaving with the secretary of state, or with any clerk having charge of the limited partnership department of the secretary of state's office, a copy of such process, notice or demand. In the event that any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately cause a copy thereof to be forwarded by registered mail, addressed to the limited partnership at its registered office in this state. Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited partnership in any other manner now or hereafter permitted by law.
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(L. 1985 H.B. 512 & 650, A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664)
Structure Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 359 - Uniform Limited Partnership Law
Section 359.011 - Definitions.
Section 359.021 - Name of limited partnership regulated.
Section 359.031 - Reservation of right to exclusive use of name.
Section 359.051 - Records to be kept.
Section 359.061 - Nature of business.
Section 359.071 - Business transactions of partner with the limited partnership.
Section 359.081 - Limited partnership shall sue and be sued.
Section 359.101 - Amendments to certificate — contents.
Section 359.121 - Execution of certificate.
Section 359.131 - Proceeding to direct execution of certificate.
Section 359.141 - Filing with secretary of state — duties of secretary — effective date of filing.
Section 359.151 - Liability for false statement in certificate.
Section 359.161 - Filing to be notice.
Section 359.181 - When person becomes limited partner — admission of additional limited partner.
Section 359.191 - Voting rights of limited partners.
Section 359.201 - Liability of limited partners to third parties.
Section 359.221 - Limited partners right to information.
Section 359.231 - Admission of additional general partners, when.
Section 359.241 - Events of withdrawal.
Section 359.251 - Rights and liabilities of a general partner.
Section 359.271 - Voting rights of general partners.
Section 359.281 - Form of contribution.
Section 359.291 - Liability for contribution.
Section 359.301 - Sharing of profits and losses.
Section 359.311 - Sharing of distributions.
Section 359.321 - Interim distributions.
Section 359.341 - Withdrawal of a limited partner, when.
Section 359.351 - Distribution upon withdrawal, when, how determined.
Section 359.361 - Distribution in kind.
Section 359.371 - Right to distribution, remedies.
Section 359.381 - Limitation on distribution.
Section 359.391 - Liability upon return of contribution — return received, when.
Section 359.401 - Nature of partnership interest.
Section 359.411 - Assignment of partnership interest — rights of assignee.
Section 359.421 - Rights of judgment creditor of partner.
Section 359.431 - Right of assignee to become limited partner, when.
Section 359.441 - Power of estate of deceased or incapacitated partner.
Section 359.451 - Dissolution of limited partnership, when.
Section 359.461 - Judicial dissolution — who may request — granted when.
Section 359.471 - Winding up by partners, when — by circuit court, when.
Section 359.481 - Distribution of assets upon winding up — priorities — disposal of unknown claims.
Section 359.491 - Foreign limited partnerships, law governing.
Section 359.501 - Registration with secretary of state — form — contents.
Section 359.511 - Issuance of registration — duties of secretary of state.
Section 359.521 - Names of foreign limited partnership regulated.
Section 359.561 - Secretary of state may seek injunction.
Section 359.571 - Right to bring a derivative action.
Section 359.581 - Proper plaintiff.
Section 359.591 - Pleading to contain statement of request to general partner to initiate action.
Section 359.601 - Court may award plaintiff expenses, when.
Section 359.611 - Rules of construction.
Section 359.631 - Severability of sections.
Section 359.641 - Effective dates.
Section 359.651 - Filing fees.
Section 359.653 - Additional fee — expiration date.
Section 359.671 - Rules for cases not provided in this chapter.
Section 359.691 - Violation of law requiring certificate of limited partnership, penalty.