(a) Each foreign limited partnership that is required to obtain a
certificate of authority to do business in this state shall
continuously maintain in this state an agent for service of process
on the foreign limited partnership. (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 foreign limited partnership may change its registered office
or its registered agent or agents, or both, by executing and filing
in the office of the Secretary of State a statement setting forth: (1) The name of the foreign 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 (6) That the address of its registered office and the address of
the business office of its resident 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 shall file such statement in
his 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 foreign 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 president, secretary, or treasurer of the
corporation 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 its business address and
the address of the registered office of any foreign limited
partnership of which he or it is 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) The registered agent of one or more foreign limited partnerships
may resign and appoint a successor registered agent by filing a
statement with the Secretary of State stating that he or it resigns
and the name and address of the successor registered agent. There
shall be attached to such certificate a statement executed by each
affected foreign limited partnership ratifying and approving such
change of registered agent. Upon such filing, the successor
registered agent shall become the registered agent of such foreign
limited partnerships as have ratified and approved such
substitution, and the successor registered agent's address, as
stated in such statement, shall become the address of each such
limited partnership's registered office in this state. The Secretary
of State shall furnish to the successor registered agent a certified
copy of the statement of resignation. (h) All general partners of, and the registered agent of a foreign
limited partnership authorized in this state, are agents of the
foreign limited partnership on whom may be served any process,
notice, or demand required or permitted by law to be served on the
foreign limited partnership. (i) Whenever a foreign limited partnership required to procure a
certificate of authority to do business in this state 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, the Secretary of State shall be an agent of
such foreign 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 with any persons designated by the Secretary of
State to receive such service a copy of such process, notice, or
demand. The plaintiff or his attorney shall certify in writing to
the Secretary of State that the foreign limited partnership has
failed either to maintain a registered office or appoint a
registered agent in this state and that he 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 and that service cannot be
effected at such office. (j) The Secretary of State shall keep a record of all processes,
notices, and demands served upon him under this Code section and
shall record therein the time of such service and his action with
reference thereto. |