Uniform Business Organizations Code

Idaho and Washington have adopted the Uniform Business Organizations Code (UBOC Hub). This uniform law was approved by the National Conference of Commissioners on Uniform State Laws (NCCUSL) , and refers to it as a “Hub”.

It harmonizes the language of all of the uniform unincorporated entity acts (Uniform Partnership Act, Uniform Limited Partnership Act, Uniform Limited Liability Company Act, Model Entity Transactions Act, Model Registered Agents Act, Uniform Limited Cooperative Association Act, Uniform Unincorporated Nonprofit Association Act, and Uniform Statutory Trust Entity Act).

The uniform law is presented to the various state legislatures that may adopt it verbatim, modify it and adopt various aspects of it, or reject it and make no changes to the law.

Relevant for process servers is are references to the section dealing with service of process, notice, or demand to a business entity. Both Idaho and Washington have included this subsection in their respective laws.

(a) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity’s principal office. The address of the principal office of a domestic filing entity, domestic limited liability partnership, or registered foreign entity must be as shown in the entity’s most recent [annual] [biennial] report filed by the [Secretary of State]. Service is effected under this subsection on the earliest of:
(1) the date the entity receives the mail or delivery by the commercial delivery service;
(2) the date shown on the return receipt, if signed by the entity; or
(3) five days after its deposit with the United States Postal Service or commercial
(c) If process, notice, or demand cannot be served on an entity pursuant to subsection (a) or (b), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.
(d) Service of process, notice, or demand on a registered agent must be in a written record, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under Section 6 that it will accept.
(e) Service of process, notice, or demand may be made by other means under law other than this [act].

Some process servers are concerned with line (e) in the law which obliquely references alternative manners of service, which may contemplate electronic service.

The uniform law references service by other means “under law other than this”, meaning adoption of the UBOC Hub would not trigger authority to serve original process electronically. It would be another law, perhaps one introduced contemporaneously that would do so.

Another notable aspect to the UBOC Hub is the elimination of the option to serve the Secretary of State in the event the agent and officers of the business entity could not be found. The UBOC Hub suggests elimination of service on the Secretary of State (SOS), and that service by certified mail directly to the agent or officer at the address listed in the latest filing is no better or worse that having the SOS do it.

Under California law, for instance, the plaintiff must apply for a court order allowing service in this situation to be made by delivering 2 copies with a $50 fee to the SOS. Once the SOS receives the documents they mail one to the agent’s address on file. Given that a process server already attempted service at what was probably a vacant address and couldn’t personally serve it there, and submitted a supporting declaration regarding the attempt to the court to get the order, it seems counter-intuitive the service in this manner would give notice to the defendant.

One commentator opined that “some states may want to keep th[e] requirement of service on the SOS for the sake of tradition or legal culture of that state.”[1]


[1] Articles I and II of the Harmonized Uniform Business Organization Code (the Hub and META), Garth B. Jacobson, posted at http://www.americanbar.org/publications/blt/2015/04/01_jacobson.html, last visited on 12/6/15

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