Title 59 — AGENCY

This chapter may be cited as the Model Registered Agents Act. Source: SL 2008, ch 275 , § 1.

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 regi…

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 th…

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 si…

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 …

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 age…

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…

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…

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 plaintif…

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 i…

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.

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 enti…

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 t…

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: S…

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.

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 th…

Each filing entity or qualified foreign entity, except a bank organized under § 51A-3-1.1 , a limited partnership organized pursuant to chapter 48-7 , or a series of a limited liability company established under §§ 47-34A-701 to 47-34A-707 , inclusive, shall deliver to the Office…

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 other beneficial interests. Source: SL 2015, ch 258 , § 1, eff. Jan. 1, 2016; SL 2023, ch 169 , § 2.

Terms used in § 59-11-24 and this section mean: (1) "Foreign beneficial owner," a foreign government, a natural person who is not a United States citizen, an entity registered outside the United States or its territories, or an entity owned by a foreign government or natural pers…

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…

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 re…

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.

Any annual report, statement of change, and annual farm report may be submitted by electronic means. Source: SL 2010, ch 246 , § 3.

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 en…

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.

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 und…

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 …

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, ty…

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 t…

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…