359.681. In addition to the power and authority given the secretary of state by this chapter, the secretary of state or his designee shall have such further authority as is reasonably necessary to enable the secretary of state to administer this chapter efficiently and to perform the secretary of state's duties. This authority shall consist of, but is not limited to, the following powers:
(1) (a) The power to examine the books and records of any limited partnership to which this chapter applies, and it shall be the duty of any general partner or agent of such limited partnership to produce such books and records for examination on demand of the secretary of state or designated employee; provided, that no person shall be subject to any criminal prosecution on account of any matter or thing which may be disclosed by the examination of any limited partnership books, or records, which they may produce or exhibit for examination; or on account of any matter or thing concerning which they may make any voluntary and truthful statement in writing to the secretary of state, or designated employee. All facts obtained in the examination of the books and records of any limited partnership, or through voluntary sworn statement of any partner, agent, or employee of any limited partnership, shall be treated as confidential, except insofar as official duty may require the disclosure of same; or when such facts are material to any issue in any legal proceeding in which the secretary of state or designated employee may be a party or called as a witness, and, if the secretary of state or designated employee shall, except as herein provided, disclose any information relative to the private accounts, affairs, and transactions of any such limited partnership, he shall be deemed guilty of a class C misdemeanor.
(b) If any general partner, or registered agent, of any such limited partnership shall refuse the demand of the secretary of state, or designated employee, to exhibit the books and records of such limited partnership for examination, he, or they, shall be deemed guilty of a class B misdemeanor.
(2) (a) The power to cancel or disapprove any certificate of limited partnership or other filing required under this chapter, if the limited partnership fails to comply with the provisions of this chapter by failing to file required documents under this chapter by failing to maintain a registered agent, by failing to pay the required filing fees, by using fraud or deception in effecting any filing, by filing a required document containing a false statement, or by violating any section or sections of the criminal laws of Missouri, the federal government or any other state of the United States. Thirty days before such cancellation shall take effect, the secretary of state shall notify the limited partnership with written notice, either personally or by mail. If mailed, the notice shall be deemed delivered five days after it is deposited in the United States mail in a sealed envelope addressed to such limited partnership's last registered agent and office or to one of the limited partnership's general partners. The written notice of the secretary of state's proposed cancellation to the limited partnership, domestic or foreign, will specify the reasons for such action.
(b) The limited partnership may appeal this notice of proposed cancellation to the circuit court of the county in which the registered office of such limited partnership is or is proposed to be situated by filing with the clerk of such court a petition setting forth a copy of the certificate of limited partnership or other relevant documents and a copy of the proposed written cancellation thereof by the secretary of state, such petition to be filed within thirty days after notice of such cancellation shall have been given, and the matter shall be tried by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. An appeal from the circuit court in such a case shall be allowed as in civil action.
(c) The limited partnership may provide information to the secretary of state that would allow the secretary of state to withdraw the notice of proposed cancellation. This information may consist of, but need not be limited to, corrected statements and documents, new filings, affidavits and certified copies of other filed documents.
(3) The power to rescind a cancellation provided for in subsection 2 of this section upon compliance with either of the following:
(a) The affected limited partnership provides the necessary documents and affidavits indicating the limited partnership has corrected the conditions causing the proposed cancellation or the cancellation;
(b) The limited partnership provides the correct statements or documentation that the limited partnership is not in violation of any section of the criminal code.
(4) The power to charge late filing fees for any filing fee required under this chapter. Late filing fees shall be assessed at a rate of ten dollars for each thirty-day period of delinquency.
(L. 1985 H.B. 512 & 650)Effective 1-1-87
Missouri General Assembly