Title 14, Chapter 9, Section 104
( 14-9-104)
(a) Each limited partnership shall continuously maintain in this
state: (1) A registered office which may, 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. The address of the business office of the registered
agent shall be the same as the address of the registered office
referred to in paragraph (1) of this subsection. (b) An agent for service of process must be an individual resident
of this state, a domestic corporation, or a foreign corporation
authorized to do business in this state. (c) A limited partnership may change its registered office or its
registered agent by filing an amendment to its annual registration
setting forth: (1) The name of the limited partnership; (2) The address of its then registered office; (3) If the address of its registered office is to be changed, the
new address of the registered office; (4) The name or names of its then registered agent or agents; (5) If its registered agent or agents are to be changed, the name
or names of its successor registered agent or agents and the
written consent of each successor agent to his or her or its
appointment; and (6) That the address of its registered office and the address of
the business office of its registered agent or agents, as changed,
will be identical. (d) If the Secretary of State finds that such statement conforms to
subsection (a) of this Code section, he or she shall file such
statement in his or her office; and upon such filing the change of
address of the registered office or the change of the registered
agent or agents, or both, as the case may be, shall become
effective. (e) Any registered agent of a limited partnership may resign as such
agent upon filing a written notice thereof with the Secretary of
State. The appointment of such agent shall terminate upon the
expiration of 30 days after receipt of such notice by the Secretary
of State. There shall be attached to such notice an affidavit of
such agent, if an individual, or of an officer thereof, if a
corporation, that at least ten days prior to the date of filing such
notice a written notice of the agent's intention to resign was
mailed or delivered to the limited partnership for which such agent
is acting. Upon such resignation becoming effective, the address of
the business office of the resigned registered agent shall no longer
be the address of the registered office of the limited partnership. (f) A registered agent may change his or her or its business address
and the address of the registered office of any limited partnership
of which he or she or it is a registered agent to another place
within this state by filing a statement as required in subsection
(c) of this Code section, except that it need be signed only by the
registered agent and need not be responsive to paragraph (5) of
subsection (c) of this Code section and must recite that a copy of
the statement has been mailed or delivered to a representative or
agent of each such limited partnership other than the notifying
registered agent. (g) Whenever a limited partnership shall fail to appoint or maintain
a registered agent in this state, or whenever its registered agent
cannot with reasonable diligence be found at the registered office,
then the Secretary of State shall be an agent of such limited
partnership upon whom any process, notice, or demand may be served.
Service on the Secretary of State of any such process, notice, or
demand shall be made by delivering to and leaving with him or her or
with any other person or persons designated by the Secretary of
State to receive such service a copy of such process, notice, or
demand. The plaintiff or his or her attorney shall certify in
writing to the Secretary of State that he or she has forwarded by
registered mail or statutory overnight delivery such process,
service, or demand to the last registered office or agent listed on
the records of the Secretary of State, that service cannot be
effected at such office, and that it therefore appears that the
limited partnership has failed either to maintain a registered
office or appoint a registered agent in this state. Any such
service by certification to the Secretary of State shall be
answerable in not more than 30 days. The provisions of this
subsection may be used notwithstanding any inconsistent provisions
of Chapter 11 of Title 9. (h) The Secretary of State shall keep a record of all processes,
notices, and demands served upon him or her under this Code section
and shall record therein the time of such service and his or her
action with reference thereto. |