501.106 Registered office and registered agent.
1. A cooperative must continuously maintain in this state a registered office that may be the same as any of its places of business, and a registered agent, who may be any of the following:
a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office.
c. A foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
2. A cooperative may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
a. The name of the cooperative.
b. The street address of its current registered office.
c. If the street address of the current registered office is to be changed, the street address of the new registered office.
d. The name of its current registered agent.
e. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the appointment.
f. That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
3. a. If a registered agent changes the street address of the registered agent’s business office, the registered agent may change the street address of the registered office of any cooperative for which the person is the registered agent by notifying the cooperative in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing, a statement that provides for a registered office and a registered agent as provided in this section, and which recites that the cooperative has been notified of the change.
b. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the business address and the address of the registered agent by filing a statement as required in paragraph “a” for each cooperative, or a single statement for all cooperatives named in the notice, except that it need be signed only by the registered agent or agents or be responsive to subsection 2, paragraph “e”. The statement must recite that a copy of the statement has been mailed to each cooperative named in the notice.
4. A cooperative may also change its registered office or registered agent in its biennial report.
5. a. A registered agent may resign the agent’s agency appointment by signing and delivering to the secretary of state for filing the signed original statement of resignation. The statement may include a statement that the registered office is also discontinued. The registered agent shall send a copy of the statement of resignation by certified mail to the cooperative at its principal office and to the registered office, if not discontinued. The registered agent shall certify to the secretary of state that the copies have been sent to the cooperative, including the date the copies were sent.
b. A statement of resignation takes effect on the earlier of the following:
(1) 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
(2) The designation of a new registered agent for the association.
6. a. A cooperative’s registered agent is the cooperative’s agent for service of process, notice, or demand required or permitted by law to be served on the cooperative.
b. If a cooperative has no registered agent, or the agent cannot with reasonable diligence be served, the cooperative may be served by registered or certified mail, return receipt requested, addressed to the secretary of the cooperative at its principal office. Service is perfected under this paragraph at the earliest of any of the following:
(1) The date that the cooperative receives the mail.
(2) The date shown on the return receipt, if signed on behalf of the cooperative.
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
c. A cooperative may be served pursuant to this section or as provided in other provisions of this chapter, unless the manner of service is otherwise specifically provided for by statute.
96 Acts, ch 1010, §8; 98 Acts, ch 1152, §10, 11, 69; 2000 Acts, ch 1022, §12; 2020 Acts, ch 1058, §7
Referred to in §501.713, 501.812, 501.813, 501.814
Subsection 5, paragraph b amended