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CHAPTER 59-11

MODEL REGISTERED AGENTS ACT

59-11-1      Short title.
59-11-2      Definition of terms.
59-11-3      Filing fees.
59-11-4      Copying and certification fees.
59-11-5      Addresses in filings.
59-11-6      Appointment of registered agent.
59-11-7      Listing of commercial registered agent.
59-11-8      Index of commercial registered agent listing statements.
59-11-9      Termination of listing of commercial registered agent.
59-11-10      Service of process until new registered agent is appointed.
59-11-11      Change of registered agent by entity.
59-11-12      Change of name or address by noncommercial registered agent.
59-11-13      Change of name, address, or type of organization by commercial registered agent.
59-11-14      Cancellation of listing for failure to file statement of change of address.
59-11-15      Resignation of registered agent.
59-11-16      Service of process on entities.
59-11-17      Alternative service of process.
59-11-18      Forms of service.
59-11-19      Perfection of service.
59-11-20      Duties of registered agent.
59-11-21      Jurisdiction and venue.
59-11-22      Consistency of application.
59-11-23      Relation to Electronic Signatures in Global and National Commerce Act.
59-11-24      Annual report.
59-11-24.1      Voluntary disclosure of beneficial interests.
59-11-25      Time for filing annual report.
59-11-26      Correction of annual report.
59-11-27      Civil penalty for false documents.
59-11-28      Submission by electronic means.


     59-11-1.   Short title. This chapter may be cited as the Model Registered Agents Act.

Source: SL 2008, ch 275, § 1.


     59-11-2.   Definition of terms. Terms used in this chapter mean:
             (1)      "Authorized person," any person given written authorization by the entity to submit a document for filing;
             (2)      "Commercial registered agent," an individual or a domestic or foreign entity listed under § 59-11-7;
             (3)      "Domestic entity," an entity whose internal affairs are governed by the law of this state;
             (4)      "Electronic means," the electronic method or medium of communication supported by the secretary of state;
             (5)      "Entity," 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;
             (c)      An association or relationship that is not a partnership by reason of § 48-7A-202(c) 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 quasi-governmental instrumentality;
             (6)      "Execution," the act of an authorized person causing the document to be signed and submitted for filing;
             (7)      "Filing entity," any domestic corporation, domestic cooperative, domestic limited liability company, domestic nonprofit corporation, domestic limited liability partnership, or domestic limited partnership;
             (8)      "Foreign entity," an entity other than a domestic entity;
             (9)      "Foreign qualification document," an application for a certificate of authority or other foreign qualification filing with the secretary of state by a foreign entity;
             (10)      "Governance interest," 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;
             (11)      "Governor," 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;
             (12)      "Interest," a share or membership in a corporation;
             (13)      "Interest holder," a direct holder of an interest;
             (14)      "Jurisdiction of organization," with respect to an entity, the jurisdiction whose law includes the organic law of the entity;
             (15)      "Noncommercial registered agent," a person that is not listed as a commercial registered agent under § 59-11-7 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 subsection 59-11-6(2)(b);
             (16)      "Nonqualified foreign entity," a foreign entity that is not authorized to transact business in this state pursuant to a filing with the secretary of state;
             (17)      "Nonresident LLP statement,":
             (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;
             (18)      "Organic law," the statutes, if any, other than this chapter, governing the internal affairs of an entity;
             (19)      "Organic rules," the public organic document and private organic rules of an entity;
             (20)      "Person," 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;
             (21)      "Private organic rules," 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;
             (22)      "Public organic document," the public record the filing of which creates an entity, and any amendment to or restatement of that record;
             (23)      "Qualified foreign entity," any foreign corporation, foreign cooperative, foreign limited liability company, foreign nonprofit corporation, foreign limited liability partnership, or foreign limited partnership;
             (24)      "Record," information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
             (25)      "Registered agent," a commercial registered agent or a noncommercial registered agent;
             (26)      "Registered agent filing,":
             (a)      The public organic document of a domestic filing entity;
             (b)      A nonresident LLP statement; or
             (c)      A foreign qualification document;
             (27)      "Represented entity,":
             (a)      A domestic filing entity;
             (b)      A domestic or qualified foreign limited liability partnership that does not have an office in this state; or
             (c)      A qualified foreign entity;
             (28)      "Sign," 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;
             (29)      "Transferable interest," the right under an entity's organic law to receive distributions from the entity;
             (30)      "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.

Source: SL 2008, ch 275, § 2; SL 2010, ch 246, § 1.


     59-11-3.   Filing fees. The secretary of state shall collect the following fees when the following documents are filed pursuant to this chapter:
             (1)      Commercial registered agent listing statement, $100;
             (2)      Commercial registered agent termination statement, $10;
             (3)      Statement of change, $10 per filing entity;
             (4)      Statement of resignation, no charge;
             (5)      Statement appointing an agent for service of process, $10.

Source: SL 2008, ch 275, § 3.


     59-11-4.   Copying and certification fees. The secretary of state shall collect the following fees for copying and certifying a copy of any document filed under this chapter:
             (1)      One dollar a page for copying; and
             (2)      Ten dollars for a certificate.

Source: SL 2008, ch 275, § 4.


     59-11-5.   Addresses in filings. Whenever a provision of this chapter other than subdivision 59-11-15(4) 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 subdivision (1).

Source: SL 2008, ch 275, § 5.


     59-11-6.   Appointment of registered agent. 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.
     The appointment of a registered agent pursuant to subdivision (1) or subsection (2)(a) is an affirmation by the represented entity that the agent has consented to serve as such.

Source: SL 2008, ch 275, § 6.


     59-11-7.   Listing of commercial registered agent. 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.
     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 § 59-11-18.
     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 distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
     A commercial registered agent listing statement takes effect on filing.

Source: SL 2008, ch 275, § 7.


     59-11-8.   Index of commercial registered agent listing statements. 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.

Source: SL 2008, ch 275, § 8.


     59-11-9.   Termination of listing of commercial registered agent. 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 § 59-11-7; and
             (2)      That the agent is no longer in the business of serving as a commercial registered agent in this state.
     A commercial registered agent termination statement takes effect on the thirty-first day after the day on which it is filed.
     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.

Source: SL 2008, ch 275, § 9.


     59-11-10.   Service of process until new registered agent is appointed. 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 §§ 59-11-16 to 59-11-19, inclusive. 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.

Source: SL 2008, ch 275, § 10.


     59-11-11.   Change of registered agent by entity. A represented entity may change the information currently on file under § 59-11-6 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.
     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.
     The appointment of a registered agent pursuant to this section is an affirmation by the represented entity that the agent has consented to serve as such.
     A statement of change filed under this section takes effect on filing.
     As an alternative to using the procedures in this section, a represented entity may change the information currently on file under § 59-11-6 by amending its most recent registered agent filing in the manner provided by the laws of this state other than this chapter for amending that filing.

Source: SL 2008, ch 275, § 11.


     59-11-12.   Change of name or address by noncommercial registered agent. If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to § 59-11-6, 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.
     A statement of change filed under this section takes effect on filing.
     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.

Source: SL 2008, ch 275, § 12.


     59-11-13.   Change of name, address, or type of organization by commercial registered agent. If a commercial registered agent changes its name, its address as currently listed under § 59-11-7, 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 §59-11-7;
             (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.
     The filing of a statement of change under this section is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.
     A statement of change filed under this section takes effect on filing.
     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.

Source: SL 2008, ch 275, § 13.


     59-11-14.   Cancellation of listing for failure to file statement of change of address. If a commercial registered agent changes its address without filing a statement of change as required by § 59-11-13, the secretary of state may cancel the listing of the agent. Such cancellation has the same effect as a termination. Promptly after canceling the listing of an agent, the secretary of state shall serve notice in a record 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 §§ 59-11-16 to 59-11-19, inclusive; and
             (2)      The agent, stating that the listing of the agent has been canceled under this section.

Source: SL 2008, ch 275, § 14.


     59-11-15.   Resignation of registered agent. 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 notice.
     A statement of resignation takes effect on the earlier of the thirty-first day after the day on which it is filed or the appointment of a new registered agent for the represented entity.
     The registered agent shall, pursuant to subdivision (4), promptly furnish the represented entity notice in a record of the date on which a statement of resignation was filed.
     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 has against the agent or that the agent has against the entity.
     A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.

Source: SL 2008, ch 275, § 15.


     59-11-16.   Service of process on entities. 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.
     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 section 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.

Source: SL 2008, ch 275, § 16.


     59-11-17.   Alternative service of process. If process, notice, or demand cannot be served on an entity pursuant to § 59-11-16, 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.

Source: SL 2008, ch 275, § 17.


     59-11-18.   Forms 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 agent has stated from time to time in its listing under § 59-11-7 that it will accept.

Source: SL 2008, ch 275, § 18.


     59-11-19.   Perfection of service. Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter.

Source: SL 2008, ch 275, § 19.


     59-11-20.   Duties of registered agent. The only duties under this chapter of a registered agent that has complied with this chapter 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 chapter 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 § 59-11-6 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 § 59-11-7.

Source: SL 2008, ch 275, § 20.


     59-11-21.   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.

Source: SL 2008, ch 275, § 21.


     59-11-22.   Consistency of application. In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

Source: SL 2008, ch 275, § 22.


     59-11-23.   Relation to Electronic Signatures in Global and National Commerce Act. This chapter 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).

Source: SL 2008, ch 275, § 23.


     59-11-24.   Annual report. Each filing entity or qualified foreign entity, except a bank organized pursuant to § 51A-3-1.1 and a limited partnership organized pursuant to chapter 48-7, shall deliver to the Office of the Secretary of State for filing an annual report that sets forth:
             (1)      The name of the filing entity or qualified foreign entity;
             (2)      The jurisdiction under whose law it is formed;
             (3)      The address of its principal office, wherever located;
             (4)      The information required by § 59-11-6; and
             (5)      The names and business addresses of its governors except in the following two cases:
             (a)      If a business corporation has eliminated its board of directors pursuant to § 47-1A-732, the annual report shall set forth the names of the shareholders instead; and
             (b)      If a limited liability company is member-managed, the names and business addresses of its governors need not be set forth.
     Information in the annual report must be current as of the date the annual report is executed on behalf of the filing entity or qualified foreign entity. Any other provisions of law notwithstanding the annual report may be executed by any authorized person. Any amendment filed is a supplement to, and not in place of, the annual filing required by this section.

Source: SL 2008, ch 275, § 24; SL 2015, ch 258, § 4, eff. Jan. 1, 2016.


     59-11-24.1.   (Section effective January 1, 2016) Voluntary disclosure of beneficial interests. In addition to filing an annual report pursuant to § 59-11-24, a filing entity may include in its annual report a statement of voluntary disclosure of beneficial interests.

Source: SL 2015, ch 258, § 1, eff. Jan. 1, 2016.


     59-11-25.   Time for filing annual report. The first annual report shall be delivered to the Office of the Secretary of State before the first day of the second month of the year following the year in which a filing entity or qualified foreign entity, except a bank organized pursuant to § 51A-3-1.1 and limited partnership organized pursuant to chapter 48-7, was authorized to transact business. The subsequent annual report shall be delivered to the Office of the Secretary of State by the same date each subsequent year.

Source: SL 2008, ch 275, § 25.


     59-11-26.   Correction of annual report. If an annual report does not contain the information required by § 59-11-24, the secretary of state shall promptly notify the filing entity or qualified foreign entity in writing and return the report to it for correction. If the report is corrected to contain the information required by § 59-11-24 and delivered to the Office of the Secretary of State within thirty days after the effective date of notice, it is deemed to be timely filed.

Source: SL 2008, ch 275, § 26.


     59-11-27.   Civil penalty for false documents. No person may execute an annual report, a statement of change, or an annual farm report knowing it is false in any material respect. Any violation of this section is subject to a civil penalty not to exceed five hundred dollars.

Source: SL 2010, ch 246, § 2.


     59-11-28.   Submission by electronic means. Any annual report, statement of change, and annual farm report may be submitted by electronic means.

Source: SL 2010, ch 246, § 3.


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