Section 351.1027

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1027.  Office and agent requirements — change of office or agent, procedure — resignation of agent, procedure — appointment of agent by secretary of state, when. — 1.  Each cooperative shall have and shall continuously maintain in this state:

  (1)  A registered office that may be, but need not be, the same as its place of business in this state, the mailing address of which shall not be a post office box; and

  (2)  A registered agent for service of any process, notice, or demand required or permitted by law to be served upon the cooperative, which may be either an individual resident in this state whose business office is identical with the registered office, or a domestic business entity or a foreign business entity authorized to transact business in this state having an office identical with the registered office.

  2.  A cooperative may from time to time change its registered office or registered agent, or both, upon filing in the office of the secretary of state, a statement setting forth:

  (1)  The name of the cooperative;

  (2)  The address, including street and number, of its then registered office;

  (3)  If the address of its registered office is to be changed, the address, including street and number, to which the registered office is to be changed, which address shall not be a post office box;

  (4)  The name of its then registered agent;

  (5)  If its registered agent is to 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 the change was authorized by the board in accordance with sections 351.1000 to 351.1228, the articles, or the bylaws.

  3.  The statement shall be signed by an officer or director and delivered to the secretary of state.  If the secretary of state finds that the statement conforms to the provisions of this section, the secretary of state shall stamp the statement as "Filed", a copy of which shall be forwarded to the party filing the statement, and upon filing the change of address of the registered office or the appointment of a new registered agent or both, as the case may be, the statement shall be effective.

  4.  A cooperative shall change its registered agent if the office of its registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapable of acting, or if the cooperative revokes the appointment of its registered agent.

  5.  Any registered agent of a cooperative may resign as agent upon filing with the secretary of state a statement of resignation, on a form approved by the secretary of state, setting forth:

  (1)  The name of the cooperative;

  (2)  The address, including street and number, of the cooperative's then registered office;

  (3)  The name of such registered agent; and

  (4)  A representation that such registered agent has given written notice of such agent's resignation to an officer of the cooperative at the cooperative's last known business address.  The appointment of the agent shall terminate upon the first to occur of:

  (a)  The expiration of thirty days after receipt of notice by the secretary of state; or

  (b)  The appointment of a new registered agent by the cooperative as evidenced by the cooperative's filing of a statement as set forth in subsections 2, 3, and 4 of this section.

  6.  In the event that a cooperative shall fail to appoint or maintain a registered agent in this state or in the event the registered agent cannot be located in the exercise of due diligence, then the secretary of state shall be automatically appointed as an agent of the cooperative upon whom any process, notice, or demand required or permitted by law to be served upon the cooperative may be served.  Service on the secretary of state of any process, notice, or demand against a cooperative shall be made by delivering to and leaving with the secretary of state 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 to the address for any organizer as set forth in the articles.  The secretary of state shall keep copies of any process, notice, or demand served upon the secretary of state under this section for a period of five years.  Nothing contained in this section shall limit or affect the right to serve any process, notice, or demand, which is required or permitted by law to be served upon a cooperative, in any other manner now or hereafter permitted by law.

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(L. 2011 S.B. 366)