MISSISSIPPI LEGISLATURE
2021 Regular Session
To: Business and Financial Institutions
By: Senator(s) Parker
AN ACT TO AMEND SECTIONS 79-35-5, 79-35-6, 79-35-9, 79-35-10 AND 79-29-215, MISSISSIPPI CODE OF 1972, TO REQUIRE THE EMAIL ADDRESS OF REGISTERED AGENTS IN CERTAIN FILINGS UNDER THE MISSISSIPPI REGISTERED AGENTS ACT AND THE REVISED LIMITED LIABILITY COMPANY ACT; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 79-35-5, Mississippi Code of 1972, is amended as follows:
79-35-5. Appointment of registered agent. (a) 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, the name * * *, address and email address of
the entity's noncommercial registered agent.
(b) The appointment of a registered agent pursuant to subsection (a)(1) or (a)(2) of this section is an affirmation by the represented entity that:
(1) The entity has:
(A) Notified the agent of the appointment; and
(B) Provided the agent with a forwarding address as provided in Section 79-35-14; and
(2) The agent has consented to serve as such.
(c) The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) Be available for at least fourteen (14) calendar days;
(2) List in alphabetical order the names of the registered agents; and
(3) State the type of filing and name of the represented entity making the filing.
SECTION 2. Section 79-35-6, Mississippi Code of 1972, is amended as follows:
79-35-6. Listing of commercial registered agent. (a) 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; and
(2) The email address and 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.
(b) 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 Section 79-35-13(d).
(c) 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.
(d) A commercial registered agent listing statement takes effect on filing.
(e) The commercial registered agent listing statement must be accompanied by a list in alphabetical order of the entities represented by the person. 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 listed entity. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.
SECTION 3. Section 79-35-9, Mississippi Code of 1972, is amended as follows:
79-35-9. Change of name or address by noncommercial registered agent. (a) If a noncommercial registered agent changes its name, email address or its address as currently in effect with respect to a represented entity pursuant to Section 79-35-5(a), 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, email address 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; * * *
(4) If the address of the agent has changed, the new address; and
(5) If the email address of the agent has changed, the new email address.
(b) A statement of change filed under this section takes effect on filing.
(c) 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.
SECTION 4. Section 79-35-10, Mississippi Code of 1972, is amended as follows:
79-35-10. Change of name, address, or type of organization by commercial registered agent. (a) If a commercial registered agent changes its name, email address, its address as currently listed under Section 79-35-6(a), 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 Section 79-35-6(a);
(2) If the name of the agent has changed, its new name;
(3) If the address of
the agent has changed, the new address; * * *
(4) If the type or
jurisdiction of organization of the agent has changed, the new type or
jurisdiction of organization * * *; and
(5) If the email address of the agent has changed, the new email address.
(b) The filing of a statement of change under subsection (a) of this section is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.
(c) A statement of change filed under this section takes effect on filing.
(d) 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, email address or address of the agent and the changes made by the filing.
(e) If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the listing of the agent under Section 79-35-6. A cancellation under this subsection has the same effect as a termination under Section 79-35-7. Promptly after canceling the listing of an agent, the Secretary of State shall serve notice in a record in the manner provided in Section 79-35-13(b) or (c) 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 commercial registered agent, service of process may be made on the entity as provided in Section 79-35-13; and
(2) The agent, stating that the listing of the agent has been canceled under this section.
SECTION 5. Section 79-29-215, Mississippi Code of 1972, is amended as follows:
79-29-215. (1) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver on such date as may be established by the Secretary of State, to the Secretary of State for filing an annual report that sets forth:
(a) The name of the limited liability company and the state or country or other foreign jurisdiction under whose law it is organized;
(b) The name, email address, and street or physical address of its registered agent in this state;
(c) The address of its principal office;
(d) The names and business addresses of the managers if manager-managed and the name and address of at least one (1) member if member-managed;
(e) The names, titles and business addresses of its principal officers, if any;
(f) A statement as to whether the limited liability company has a written operating agreement; and
(g) A brief description of the nature of its business.
(2) Information in the annual report must be current as of the date the annual report is executed on behalf of the limited liability company.
(3) If an annual report does not contain the information required by this section, the Secretary of State shall notify promptly in writing the reporting limited liability company and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed.
SECTION 6. This act shall take effect and be in force from and after July 1, 2021.