358.440. Registration as a limited liability partnership--renewals--withdrawal of registration--amendment--revocation, effect--fees--false statements, penalty--foreign partnership requirements.
Registration as a limited liability partnership--renewals--withdrawalof registration--amendment--revocation, effect--fees--falsestatements, penalty--foreign partnership requirements.
358.440. 1. To register as a limited liability partnership pursuantto this section, a written application shall be filed with the office ofthe secretary of state. The application shall set forth:
(1) The name of the partnership;
(2) The address of a registered office and the name and address of aregistered agent for service of process required to be maintained bysection 358.470;
(3) The number of partners in the partnership at the date ofapplication;
(4) A brief statement of the principal business in which thepartnership engages;
(5) That the partnership thereby applies for registration as aregistered limited liability partnership; and
(6) Any other information the partnership determines to include inthe application.
2. The application shall be signed on behalf of the partnership by amajority of the partners or by one or more partners authorized by amajority in interest of the partners to sign the application on behalf ofthe partnership.
3. The application shall be accompanied by a fee payable to thesecretary of state of twenty-five dollars for each partner of thepartnership, but the fee shall not exceed one hundred dollars. All moneysfrom the payment of this fee shall be deposited into the general revenuefund.
4. A person who files a document according to this section as anagent or fiduciary need not exhibit evidence of the partner's authority asa prerequisite to filing. Any signature on such document may be afacsimile. If the secretary of state finds that the filing conforms tolaw, the secretary of state shall:
(1) Endorse on the copy the word "Filed" and the month, day and yearof the filing;
(2) File the original in the secretary of state's office; and
(3) Return the copy to the person who filed it or to the person'srepresentative.
5. A partnership becomes a registered limited liability partnershipon the date of the filing in the office of the secretary of state of anapplication that, as to form, meets the requirements of subsections 1 and 2of this section and that is accompanied by the fee specified in subsection3 of this section, or at any later time specified in the application.
6. An initial application filed under subsection 1 of this section bya partnership registered by the secretary of state as a limited liabilitypartnership expires one year after the date of registration unless earlierwithdrawn or revoked or unless renewed in accordance with subsection 9 ofthis section.
7. If a person is included in the number of partners of a registeredlimited liability partnership set forth in an application, a renewalapplication or a certificate of amendment of an application or a renewalapplication, the inclusion of such person shall not be admissible asevidence in any action, suit or proceeding, whether civil, criminal,administrative or investigative, for the purpose of determining whethersuch person is liable as a partner of such registered limited liabilitypartnership. The status of a partnership as a registered limited liabilitypartnership and the liability of a partner of such registered limitedliability partnership shall not be adversely affected if the number ofpartners stated in an application, a renewal application or a certificateof amendment of an application or a renewal application is erroneouslystated provided that the application, renewal application or certificate ofamendment of an application or a renewal application was filed in goodfaith.
8. Any person who files an application or a renewal application inthe office of the secretary of state pursuant to this section shall not berequired to file any other documents pursuant to chapter 417, RSMo, whichrequires filing for fictitious names.
9. An effective registration may be renewed before its expiration byfiling in duplicate with the secretary of state an application containingcurrent information of the kind required in an initial application,including the registration number as assigned by the secretary of state.The renewal application shall be accompanied by a fee of one hundreddollars on the date of renewal plus, if the renewal increases the number ofpartners, fifty dollars for each partner added, but the fee shall notexceed two hundred dollars. All moneys from such fees shall be depositedinto the general revenue fund. A renewal application filed under thissection continues an effective registration for one year after the date theeffective registration would otherwise expire.
10. A registration may be withdrawn by filing with the secretary ofstate a written withdrawal notice signed on behalf of the partnership by amajority of the partners or by one or more partners authorized by amajority of the partners to sign the notice on behalf of the partnership.A withdrawal notice shall include the name of the partnership, the date ofregistration of the partnership's last application under this section, anda current street address of the partnership's principal office in thisstate or outside the state, as applicable. A withdrawal notice terminatesthe registration of the partnership as a limited liability partnership asof the date of filing the notice in the office of the secretary of state.The withdrawal notice shall be accompanied by a filing fee of twentydollars.
11. If a partnership that has registered pursuant to this sectionceases to be registered as provided in subsection 6 or 10 of this section,that fact shall not affect the status of the partnership as a registeredlimited liability partnership prior to the date the partnership ceased tobe registered pursuant to this section.
12. A document filed under this section may be amended or correctedby filing with the secretary of state articles of amendment, signed by amajority of the partners or by one or more partners authorized by amajority of the partners. The articles of amendment shall contain:
(1) The name of the partnership;
(2) The identity of the document being amended;
(3) The part of the document being amended; and
(4) The amendment or correction.
The articles of amendment shall be accompanied by a filing fee of twentydollars plus, if the amendment increases the number of partners, fiftydollars for each partner added, but the fee shall not exceed two hundreddollars; provided that no amendment of an application or a renewalapplication is required as a result of a change after the application orrenewal application is filed in the number of partners of the registeredlimited liability partnership or in the business in which the registeredlimited liability partnership engages. All moneys from such fees shall bedeposited into the general revenue fund. The status of a partnership as aregistered limited liability partnership shall not be affected by changesafter the filing of an application or a renewal application in theinformation stated in the application or renewal application.
13. No later than ninety days after the happening of any of thefollowing events, an amendment to an application or a renewal applicationreflecting the occurrence of the event or events shall be executed andfiled by a majority in interest of the partners or by one or more partnersauthorized by a majority of the partners to execute an amendment to theapplication or renewal application:
(1) A change in the name of the registered limited liabilitypartnership;
(2) Except as provided in subsections 2 and 3 of section 358.470, achange in the address of the registered office or a change in the name oraddress of the registered agent of the registered limited liabilitypartnership.
14. Unless otherwise provided in this chapter or in the certificateof amendment of an application or a renewal application, a certificate ofamendment of an application or a renewal application or a withdrawal noticeof an application or a renewal application shall be effective at the timeof its filing with the secretary of state.
15. The secretary of state may provide forms for the applicationspecified in subsection 1 of this section, the renewal applicationspecified in subsection 9 of this section, the withdrawal notice specifiedin subsection 10 of this section, and the amendment or correction specifiedin subsection 12 of this section.
16. The secretary of state may remove from its active records theregistration of a partnership whose registration has been withdrawn,revoked or has expired.
17. The secretary of state may revoke the filing of a document filedunder this section if the secretary of state determines that the filing feefor the document was paid by an instrument that was dishonored whenpresented by the state for payment. The secretary of state shall returnthe document and give notice of revocation to the filing party by regularmail. Failure to give or receive notice does not invalidate therevocation. A revocation of a filing does not affect an earlier filing.
18. If any person signs a document required or permitted to be filedpursuant to sections 358.440 to 358.500 which the person knows is false inany material respect with the intent that the document be delivered onbehalf of a partnership to the secretary of state for filing, such personshall be guilty of a class A misdemeanor. Unintentional errors in theinformation set forth in an application filed pursuant to subsection 1 ofthis section, or changes in the information after the filing of theapplication, shall not affect the status of a partnership as a registeredlimited liability partnership.
19. Before transacting business in this state, a foreign registeredlimited liability partnership shall:
(1) Comply with any statutory or administrative registration orfiling requirements governing the specific type of business in which thepartnership is engaged; and
(2) Register as a limited liability partnership as provided in thissection by filing an application which shall, in addition to the othermatters required to be set forth in such application, include a statement:
(a) That the secretary is irrevocably appointed the agent of theforeign limited liability partnership for service of process if the limitedliability partnership fails to maintain a registered agent in this state orif the agent cannot be found or served with the exercise of reasonablediligence; and
(b) Of the address of the office required to be maintained in thejurisdiction of its organization by the laws of that jurisdiction or, ifnot so required, of the principal office of the foreign limited liabilitypartnership.
20. A partnership that registers as a limited liability partnershipshall not be deemed to have dissolved as a result thereof and is for allpurposes the same partnership that existed before the registration andcontinues to be a partnership under the laws of this state. If aregistered limited liability partnership dissolves, a partnership which isa successor to such registered limited liability partnership and whichintends to be a registered limited liability partnership shall not berequired to file a new registration and shall be deemed to have filed anydocuments required or permitted under this chapter which were filed by thepredecessor partnership.
(L. 1995 H.B. 558, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)