Opinion No. 72-241 (1972) Ag

• Court: Oklahoma Attorney General Reports
• Decided: October 30, 1972
• Status: Published

Opinion

** Summary **

FOREIGN LIMITED PARTNERSHIP — NOT REQUIRED TO DOMESTICATE A foreign limited partnership is not required to domesticate in the sense that a foreign corporation is required to do so by filing a certificate with the Secretary of State, unless the provisions of Title 54 O.S. 71 [54-71] — 53 O.S. 86 [53-86] apply. A foreign limited partnership can file a certificate in order to give adequate notice to others that some of the partners are in fact limited partners. The instrument filed by foreign limited partnerships and the procedure for filing them is an administrative decision within the discretion of the Secretary of State acting in his official capacity. The Attorney General has received your request for an opinion on the following questions: "1. Must a foreign limited partnership be domesticated in Oklahoma? "2. If not, can the Secretary of State accept an affidavit such as the one attached, as proof that the Attorney in Fact is empowered to sign for the limited partners? "3. If not, may the Office of the Secretary of State accept a copy of the power of attorney or should the original signature of the limited partners be required?" Considering your first question, the Oklahoma Limited Partnership Act, 54 O.S. 141 [54-141] — 54 O.S. 171 [54-171] (1971), applies to limited partnerships formed in Oklahoma, and not to limited partnerships formed in other states. Attached is an Attorney General opinion, dated October 21, 1960, which sets forth this view. Thus, Title 54 O.S. 143 [54-143] (1971), which requires the filing of a certificate with the Secretary of State, does not apply to a limited partnership formed out of State. There is no other statutory provision requiring a foreign limited partnership to file a certificate with the Secretary of State, unless said partnership is using a fictitious name, in which event said partnership must comply with the provisions of Title 54 O.S. 81 [54-81] — 54 O.S. 86 [54-86] (1971). It is therefore the opinion of the Attorney General that your first question be answered as follows: A foreign limited partnership is not required to domesticate in the sense that a foreign corporation is required to do so by filing a certificate with the Secretary of State, unless the provisions of Title 54 O.S. 81-86 [54-81-86] apply. However, a foreign limited partnership may wish to file a certificate with your office in order to give adequate notice to others that some of the partners are in fact limited partners. Based upon the Attorney General Opinion dated October 21, 1960, the procedure you adopt for doing this is within your discretion. With response to your second question, this would be an administrative decision within the discretion of the Secretary of State acting in his official capacity. See the attached Attorney General Opinion dated October 21, 1960. The answers to the first two questions makes it unnecessary to answer the third question. (Todd Markum)