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Foreign Limited Partnership

For a Foreign Limited Partnership Authorized to Do Business in New York State
ARTICLE 8A - Revised Limited Partnership Act

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§ 121-902. Application for authority, contents. (a) Before doing business in this state, a foreign limited partnership shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is issued by the jurisdiction of organization, a certified copy of a restated certificate of limited partnership and all subsequent amendments thereto or, if no restated certificate has been filed, a certified copy of the certificate filed as its organizational basis and all amendments thereto (if such certificate or certified copy is in a foreign language, a translation thereof under oath of the translator shall be attached thereto) and (ii) an application for authority as a foreign limited partnership entitled "Application for authority of ......... (name of limited partnership) under Section 121-902 of the Revised Limited Partnership Act," signed by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if a foreign limited partnership's name is not acceptable for authorization pursuant to section 121-102 of this article, the fictitious name under which it proposes to apply for authority and do business in this state, which name shall be in compliance with section 121-102 of this article and shall be used by the foreign limited partnership in all its dealings with the department of state and in the conduct of its business in this state. (The provisions of section one hundred thirty of the general business law shall not apply to any fictitious name filed by a foreign limited partnership pursuant to this section, and a filing under section one hundred thirty of the general business law shall not constitute the adoption of a fictitious name.);

(2) the jurisdiction and date of its organization;

(3) the county within this state in which the office of the limited partnership is to be located;

(4) a designation of the secretary of state as its agent upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him;

(5) if it is to have a registered agent, his name and address within the state and a statement that the registered agent is to be its agent upon whom process may be served;

(6) the address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership;

(7) a list of the names and business or residence addresses of all general partners;

(8) a statement that the foreign limited partnership is in existence in the jurisdiction of its organization at the time of the filing of such application; and

(9) the name and address of the authorized officer in its jurisdiction of its organization where a copy of its certificate of limited partnership is filed and, if no public filing of its certificate of limited partnership is required by the law of its jurisdiction of organization, a statement that the limited partnership shall provide, on request, a copy thereof with all amendments thereto (if such documents are in a foreign language, a translation thereof under oath of the translator shall be attached thereto), and the name and post office address of the person responsible for providing such copies.

(b) Without excluding other activities which may not constitute doing business in this state, a foreign limited partnership shall not be considered to be doing business in this state for the purposes of this article, by reason of carrying on in this state any one or more of the following activities:

(1) maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting settlement thereof or the settlement of claims or disputes;

(2) holding meetings of its partners, general or limited;

(3) maintaining bank accounts; or

(4) maintaining offices or agencies only for the transfer, exchange and registration of its partnership interests, or appointing and maintaining depositaries with relation to its partnership interests.

(c) The specification in subdivision (b) of this section does not establish a standard for activities which may subject a foreign limited partnership to service of process under this article or any other statute of this state.

(d)(i) Within one hundred twenty days after the filing of the application for authority, a copy of the same or a notice containing the substance thereof shall be published once in each week for six successive weeks, in two newspapers of the county within this state in which the office of the foreign limited partnership is located, one newspaper to be printed weekly and one newspaper to be printed daily, to be designated by the county clerk. When such county is located within a city with a population of one million or more, such designation shall be as though the copy or notice were a notice or advertisement of judicial proceedings. Proof of the publication required by this paragraph, consisting of the certificate of publication of the foreign limited partnership with the affidavits of publication of such newspapers annexed thereto, must be filed with the department of state. Notwithstanding any other provision of law, if the office of the foreign limited partnership is located in a county wherein a weekly or daily newspaper of the county, or both, has not been so designated by the county clerk, then the publication herein required shall be made in a weekly or daily newspaper of any county, or both, as the case may be, which is contiguous to, such county, provided that any such newspaper meets all the other requirements of this paragraph. A copy or notice published in a newspaper other than the newspaper or newspapers designated by the county clerk shall not be deemed to be one of the publications required by this subdivision. The notice shall include: (1) the name of the foreign limited partnership and the fictitious name under which it applied for authority to do business in this state, if any; (2) the date of filing of the application for authority with the department of state; (3) the jurisdiction and date of its organization; (4) the county within this state in which the office of the foreign limited partnership is located; (4-a) the street address of the principal business location, if any; (5) a statement that the secretary of state has been designated as its agent upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her; (6) if it has a registered agent, his or her name and address within the state and a statement that the registered agent is its agent upon whom process may be served; (7) the address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited partnership; (8) a statement that the list of the names and business or residence addresses of all general partners is available from the secretary of state; (9) the name and address of the authorized officer in its jurisdiction of organization where a copy of its certificate of limited partnership is filed and, if no public filing of its certificate of limited partnership is required by the law of its jurisdiction of organization, a statement that the limited partnership shall provide, on request, a copy thereof with all amendments thereto (if such documents are in a foreign language, a translation thereof under oath of the translator shall be attached thereto), and the name and post office address of the person responsible for providing such copies; and (10) the character or purpose of the business of such partnership. Where, at any time after completion of the first of the six weekly publications required by this paragraph and prior to the completion of the sixth such weekly publication, there is a change in any of the information contained in the copy or notice as published, the foreign limited partnership may complete the remaining publications of the original copy or notice, and the foreign limited partnership shall not be required to publish any further or amended copy or notice. Where, at any time after completion of the six weekly publications required by this paragraph, there is a change to any of the information contained in the copy or notice as published, no further or amended publication or republication shall be required to be made. If within one hundred twenty days after the filing of application for authority with the department of state, proof of such publication, consisting of the certificate of publication of the foreign limited partnership with the affidavits of publication of the newspapers annexed thereto has not been filed with the department of state, the authority of such foreign limited partnership to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such one hundred twenty day period. The failure of a foreign limited partnership to cause such copy or notice to be published and such certificate of publication and affidavits of publication to be filed with the department of state within such one hundred twenty day period or the suspension of such foreign limited partnership's authority to carry on, conduct or transact business in this state pursuant to this paragraph shall not limit or impair the validity of any contract or act of such foreign limited partnership, or any right or remedy of any other party under or by virtue of any contract, act or omission of such foreign limited partnership, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such foreign limited partnership to defend any action or special proceeding in this state, or result in any partner or agent of such foreign limited partnership becoming liable for the contractual obligations or other liabilities of the foreign limited partnership. If, at any time following the suspension of a foreign limited partnership's authority to carry on, conduct or transact business in this state pursuant to this paragraph, such foreign limited partnership shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of this paragraph, consisting of the certificate of publication of the foreign limited partnership with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such foreign limited partnership's authority to carry on, conduct or transact business shall be annulled.

(ii)(1) A foreign limited partnership which was formed and filed its application for authority with the department of state prior to the effective date of this paragraph and complied with the publication and filing requirements of this subdivision as in effect prior to such effective date shall not be required to make any publication or republication or any filing under paragraph (i) of this subdivision, and shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a foreign limited partnership which was formed and filed its application for authority with the department of state prior to such effective date and which did not comply with the publication and filing requirements of this subdivision as in effect prior to such effective date shall publish a copy of its application for authority or a notice containing the substance thereof in the manner required (other than the one hundred twenty day period) by this subdivision as in effect prior to such effective date and file proof of such publication, consisting of the certificate of publication of the foreign limited partnership with the affidavits of publication of the newspapers annexed thereto, with the department of state.

(3) If a foreign limited partnership that is subject to the provisions of subparagraph two of this paragraph fails to file the required proof of publication with the department of state within twelve months after the effective date of this paragraph, its authority to carry on, conduct or transact any business in this state shall be suspended, effective as of the expiration of such twelve month period.

(4) The failure of a foreign limited partnership that is subject to the provisions of subparagraph two of this paragraph to fully comply with the provisions of said subparagraph two or the suspension of such foreign limited partnership's authority to carry on, conduct or transact any business in this state pursuant to subparagraph three of this paragraph shall not impair or limit the validity of any contract or act of such foreign limited partnership, or any right or remedy of any other party under or by virtue of any contract, act or omission of such foreign limited partnership, or the right of any other party to maintain any action or special proceeding on any such contract, act or omission, or right of such foreign limited partnership to defend any action or special proceeding in this state, or result in any partner or agent of such foreign limited partnership becoming liable for the contractual obligations or other liabilities of the foreign limited partnership.

(5) If, at any time following the suspension of a foreign limited partnership's authority to carry on, conduct or transact business in this state, pursuant to subparagraph three of this paragraph, such foreign limited partnership shall cause proof of publication in substantial compliance with the provisions (other than the one hundred twenty day period) of paragraph (i) of this subdivision, consisting of the certificate of publication of the foreign limited partnership with the affidavits of publication of the newspapers annexed thereto, to be filed with the department of state, such suspension of such foreign limited partnership's authority to carry on, conduct or transact business shall be annulled.

(6) For the purposes of this paragraph, a foreign limited partnership which was formed and filed its application for authority with the department of state prior to the effective date of this paragraph shall be deemed to have complied with the publication and filing requirements of this subdivision as in effect prior to such effective date if (A) the foreign limited partnership was formed and filed its application for authority with the department of state on or after January first, nineteen hundred ninety-nine and prior to such effective date and the foreign limited partnership filed at least one affidavit of the printer or publisher of a newspaper with the department of state at any time prior to such effective date, or (B) the foreign limited partnership was formed and filed its application for authority with the department of state prior to January first, nineteen hundred ninety-nine, without regard to whether the foreign limited partnership did or did not file any affidavit of the printer or publisher of a newspaper with the secretary of state.

(iii) The information in a notice published pursuant to this subdivision shall be presumed to be in compliance with and satisfaction of the requirements of this subdivision.

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