Section 114. Office and Agent for Service of Process

(a) A limited partnership shall designate and continuously maintain in this State:

(1) an office, which need not be a place of its activity in this State; and

(2) an agent for service of process.

(b) A foreign limited partnership shall designate and continuously maintain in this State an agent for service of process.

(c) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this State or other person authorized to do business in this State.

Comment

Subsection (a) – The initial designation occurs in the original certificate of limited partnership. Section 201(a)(2). A limited partnership may change the designation in any of three ways: a statement of change, Section 115, an amendment to the certificate, Section 202, and the annual report, Section 210(e). If a limited partnership fails to maintain an agent for service of process, substituted service may be made on the Secretary of State. Section 117(b). Although a limited partnership’s failure to maintain an agent for service of process is not immediate grounds for administrative dissolution, Section 809(a), the failure will prevent the limited partnership from delivering to the Secretary of State for filing an annual report that complies with Section 210(a)(2). Failure to deliver a proper annual report is grounds for administrative dissolution. Section 809(a)(2).

Subsection (b) – The initial designation occurs in the application for a certificate of authority. See Section 902(a)(4). A foreign limited partnership may change the designation in either of two ways: a statement of change, Section 115, and the annual report, Section 210(e). If a foreign limited partnership fails to maintain an agent for service of process, substituted service may be made on the Secretary of State. Section 117(b). A foreign limited partnership’s failure to maintain an agent for service of process is grounds for administrative revocation of the certificate of authority. Section 906(a)(3).

A foreign limited partnership need not maintain an office in this State.