Official summary
2008 General Session Summary for SF0026
Bill No.:
SF0026
Drafter:
LGC
LSO No.:
08LSO-0025
Effective Date:
Enrolled Act No.:
<enrnum>
Chapter No.:
<chptnum>
Prime Sponsor:
Joint
Corporations, Elections and Political Subdivisions Interim Committee
Catch Title:
Business
entities-registered agents.
Subject:
Transfers
statutes providing for registered agents into one section that applies to all
business entities and places new restrictions and requirements on registered
agents.
Summary/Major Elements:
The act requires business
entities to continuously maintain a registered office which is a physical
location where the registered agent of the entity can accept service of
process. A registered agent may be an individual, a domestic or foreign
business entity if it has a written agreement creating an agency relationship
with an individual whereby the individual may accept service of process.
The act renumbers statutes
providing a process for changing registered offices or registered agents and
dealing with the resignation of a registered agent.
The act puts the following
new requirements on registered agents:
o
A business entity must
provide its registered agent and keep current the name, address and telephone
number of a natural person who is an officer, director, employee or designated
agent of the entity who is authorized to receive communications from the
registered agent;
o
A registered agent must
maintain at its office the following information which must be current within
sixty days of any change until the business entity's first annual report and
thereafter when the annual report is due:
Names and addresses of the
business entity's directors, officers, managers, managing partners, trustees or
persons serving in a similar capacity;
The name, address and phone
number of the person designated to receive communications for the entity; and
A copy of the contract
creating the agency relationship with a natural person for acceptance of
service of process.
The agent and the entity may
agree that the names and addresses required to be maintained may be filed with
the secretary of state by the entity instead.
A registered agent may also
comply with these requirements by requesting the information from the entity
and, if the entity does not provide the information, the registered agent
notifies the secretary of state and resigns as registered agent of the entity.
o
Only commercial registered
agents need to be registered with the secretary of state. The act defines a
commercial registered agent as a person or entity that serves as a registered
agent for more than ten business entities. A commercial registered agent may
not have been convicted of a felony, have any officer, director, partner,
manager or other managing person who was convicted of a felony, may not engage
in conduct in connection with acting as a registered agent which is intended to
deceive or defraud the public and may not have any officer, director, partner,
manager or other managing person who has had their commercial registered agent
registration revoked.
Comment:
Final action on
this bill was not taken at the time this summary was prepared. Should changes
be made to the bill upon final passage, an updated summary will be transmitted
to all legislators.