Section 115. Change of Designated Office
or Agent for Service of Process

(a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the [Secretary of State] for filing a statement of change containing:

(1) the name of the limited partnership or foreign limited partnership;

(2) the street and mailing address of its current designated office;

(3) if the current designated office is to be changed, the street and mailing address of the new designated office;

(4) the name and street and mailing address of its current agent for service of process; and

(5) if the current agent for service of process or an address of the agent is to be changed, the new information.

(b) Subject to Section 206(c), a statement of change is effective when filed by the [Secretary of State].

Comment

Source – ULLCA Section 109.

Subsection (a) – The Act uses “may” rather than “shall” here because other avenues exist. A limited partnership may also change the information by an amendment to its certificate of limited partnership, Section 202, or through its annual report. Section 210(e). A foreign limited partnership may use its annual report. Section 210(e). However, neither a limited partnership nor a foreign limited partnership may wait for the annual report if the information described in the public record becomes inaccurate. See Sections 208 (imposing liability for false information in record) and 117(b) (providing for substitute service).