§ 121-902 — Application for authority, contents

New York § 121-902

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-902. Application for authority, contents. (a) Before doing\nbusiness in this state, a foreign limited partnership shall apply for\nauthority to do business in this state by submitting to the department\nof state (i) a certificate of existence or, if no such certificate is\nissued by the jurisdiction of organization, a certified copy of a\nrestated certificate of limited partnership and all subsequent\namendments thereto or, if no restated certificate has been filed, a\ncertified copy of the certificate filed as its organizational basis and\nall amendments thereto (if such certificate or certified copy is in a\nforeign language, a translation thereof under oath of the translator\nshall be attached thereto) and (ii) an application for authority as a\nforeign limited partnership entitled "Application for authority of\n......... (name of limited partnership) under Section 121-902 of the\nRevised Limited Partnership Act," signed by a general partner and\nsetting forth:\n (1) the name of the foreign limited partnership and, if a foreign\nlimited partnership's name is not acceptable for authorization pursuant\nto section 121-102 of this article, the fictitious name under which it\nproposes to apply for authority and do business in this state, which\nname shall be in compliance with section 121-102 of this article and\nshall be used by the foreign limited partnership in all its dealings\nwith the department of state and in the conduct of its business in this\nstate. (The provisions of section one hundred thirty of the general\nbusiness law shall not apply to any fictitious name filed by a foreign\nlimited partnership pursuant to this section, and a filing under section\none hundred thirty of the general business law shall not constitute the\nadoption of a fictitious name.);\n (2) the jurisdiction and date of its organization;\n (3) the county within this state in which the office of the limited\npartnership is to be located;\n (4) a designation of the secretary of state as its agent upon whom\nprocess against it may be served and the post office address within or\nwithout this state to which the secretary of state shall mail a copy of\nany process against it served upon him or her. The limited partnership\nmay include an email address to which the secretary of state shall email\na notice of the fact that process against it has been electronically\nserved upon him or her;\n (5) if it is to have a registered agent, his name and address within\nthe state and a statement that the registered agent is to be its agent\nupon whom process may be served;\n (6) the address of the office required to be maintained in the\njurisdiction of its organization by the laws of that jurisdiction or, if\nnot so required, of the principal office of the foreign limited\npartnership;\n (7) a list of the names and business or residence addresses of all\ngeneral partners;\n (8) a statement that the foreign limited partnership is in existence\nin the jurisdiction of its organization at the time of the filing of\nsuch application; and\n (9) the name and address of the authorized officer in its jurisdiction\nof its organization where a copy of its certificate of limited\npartnership is filed and, if no public filing of its certificate of\nlimited partnership is required by the law of its jurisdiction of\norganization, a statement that the limited partnership shall provide, on\nrequest, a copy thereof with all amendments thereto (if such documents\nare in a foreign language, a translation thereof under oath of the\ntranslator shall be attached thereto), and the name and post office\naddress of the person responsible for providing such copies.\n (b) Without excluding other activities which may not constitute doing\nbusiness in this state, a foreign limited partnership shall not be\nconsidered to be doing business in this state for the purposes of this\narticle, by reason of carrying on in this state any one or more of the\nfollowing activities:\n (1) maintaining or defending any action or proceeding, whether\njudicial, administrative, arbitrative or otherwise, or effecting\nsettlement thereof or the settlement of claims or disputes;\n (2) holding meetings of its partners, general or limited;\n (3) maintaining bank accounts; or\n (4) maintaining offices or agencies only for the transfer, exchange\nand registration of its partnership interests, or appointing and\nmaintaining depositaries with relation to its partnership interests.\n (c) The specification in subdivision (b) of this section does not\nestablish a standard for activities which may subject a foreign limited\npartnership to service of process under this article or any other\nstatute of this state.\n (d)(i) Within one hundred twenty days after the filing of the\napplication for authority, a copy of the same or a notice containing the\nsubstance thereof shall be published once in each week for six\nsuccessive weeks, in two newspapers of the county within this state in\nwhich the office of the foreign limited partnership is located, one\nnewspaper to be printed weekly and one newspaper to be printed daily, to\nbe designated by the county clerk. When such county is located within a\ncity with a population of one million or more, such designation shall be\nas though the copy or notice were a notice or advertisement of judicial\nproceedings. Proof of the publication required by this paragraph,\nconsisting of the certificate of publication of the foreign limited\npartnership with the affidavits of publication of such newspapers\nannexed thereto, must be filed with the department of state.\nNotwithstanding any other provision of law, if the office of the foreign\nlimited partnership is located in a county wherein a weekly or daily\nnewspaper of the county, or both, has not been so designated by the\ncounty clerk, then the publication herein required shall be made in a\nweekly or daily newspaper of any county, or both, as the case may be,\nwhich is contiguous to, such county, provided that any such newspaper\nmeets all the other requirements of this paragraph. A copy or notice\npublished in a newspaper other than the newspaper or newspapers\ndesignated by the county clerk shall not be deemed to be one of the\npublications required by this subdivision. The notice shall include: (1)\nthe name of the foreign limited partnership and the fictitious name\nunder which it applied for authority to do business in this state, if\nany; (2) the date of filing of the application for authority with the\ndepartment of state; (3) the jurisdiction and date of its organization;\n(4) the county within this state in which the office of the foreign\nlimited partnership is located; (4-a) the street address of the\nprincipal business location, if any; (5) a statement that the secretary\nof state has been designated as its agent upon whom process against it\nmay be served and the post office address within or without this state\nto which the secretary of state shall mail a copy of any process against\nit served upon him or her; (6) if it has a registered agent, his or her\nname and address within the state and a statement that the registered\nagent is its agent upon whom process may be served; (7) the address of\nthe office required to be maintained in the jurisdiction of its\norganization by the laws of that jurisdiction or, if not so required, of\nthe principal office of the foreign limited partnership; (8) a statement\nthat the list of the names and business or residence addresses of all\ngeneral partners is available from the secretary of state; (9) the name\nand address of the authorized officer in its jurisdiction of\norganization where a copy of its certificate of limited partnership is\nfiled and, if no public filing of its certificate of limited partnership\nis required by the law of its jurisdiction of organization, a statement\nthat the limited partnership shall provide, on request, a copy thereof\nwith all amendments thereto (if such documents are in a foreign\nlanguage, a translation thereof under oath of the translator shall be\nattached thereto), and the name and post office address of the person\nresponsible for providing such copies; and (10) the character or purpose\nof the business of such partnership. Where, at any time after completion\nof the first of the six weekly publications required by this paragraph\nand prior to the completion of the sixth such weekly publication, there\nis a change in any of the information contained in the copy or notice as\npublished, the foreign limited partnership may complete the remaining\npublications of the original copy or notice, and the foreign limited\npartnership shall not be required to publish any further or amended copy\nor notice. Where, at any time after completion of the six weekly\npublications required by this paragraph, there is a change to any of the\ninformation contained in the copy or notice as published, no further or\namended publication or republication shall be required to be made. If\nwithin one hundred twenty days after the filing of application for\nauthority with the department of state, proof of such publication,\nconsisting of the certificate of publication of the foreign limited\npartnership with the affidavits of publication of the newspapers annexed\nthereto has not been filed with the department of state, the authority\nof such foreign limited partnership to carry on, conduct or transact any\nbusiness in this state shall be suspended, effective as of the\nexpiration of such one hundred twenty day period. The failure of a\nforeign limited partnership to cause such copy or notice to be published\nand such certificate of publication and affidavits of publication to be\nfiled with the department of state within such one hundred twenty day\nperiod or the suspension of such foreign limited partnership's authority\nto carry on, conduct or transact business in this state pursuant to this\nparagraph shall not limit or impair the validity of any contract or act\nof such foreign limited partnership, or any right or remedy of any other\nparty under or by virtue of any contract, act or omission of such\nforeign limited partnership, or the right of any other party to maintain\nany action or special proceeding on any such contract, act or omission,\nor right of such foreign limited partnership to defend any action or\nspecial proceeding in this state, or result in any partner or agent of\nsuch foreign limited partnership becoming liable for the contractual\nobligations or other liabilities of the foreign limited partnership. If,\nat any time following the suspension of a foreign limited partnership's\nauthority to carry on, conduct or transact business in this state\npursuant to this paragraph, such foreign limited partnership shall cause\nproof of publication in substantial compliance with the provisions\n(other than the one hundred twenty day period) of this paragraph,\nconsisting of the certificate of publication of the foreign limited\npartnership with the affidavits of publication of the newspapers annexed\nthereto, to be filed with the department of state, such suspension of\nsuch foreign limited partnership's authority to carry on, conduct or\ntransact business shall be annulled.\n (ii)(1) A foreign limited partnership which was formed and filed its\napplication for authority with the department of state prior to the\neffective date of this paragraph and complied with the publication and\nfiling requirements of this subdivision as in effect prior to such\neffective date shall not be required to make any publication or\nrepublication or any filing under paragraph (i) of this subdivision, and\nshall not be subject to suspension pursuant to this subdivision.\n (2) Within twelve months after the effective date of this paragraph, a\nforeign limited partnership which was formed and filed its application\nfor authority with the department of state prior to such effective date\nand which did not comply with the publication and filing requirements of\nthis subdivision as in effect prior to such effective date shall publish\na copy of its application for authority or a notice containing the\nsubstance thereof in the manner required (other than the one hundred\ntwenty day period) by this subdivision as in effect prior to such\neffective date and file proof of such publication, consisting of the\ncertificate of publication of the foreign limited partnership with the\naffidavits of publication of the newspapers annexed thereto, with the\ndepartment of state.\n (3) If a foreign limited partnership that is subject to the provisions\nof subparagraph two of this paragraph fails to file the required proof\nof publication with the department of state within twelve months after\nthe effective date of this paragraph, its authority to carry on, conduct\nor transact any business in this state shall be suspended, effective as\nof the expiration of such twelve month period.\n (4) The failure of a foreign limited partnership that is subject to\nthe provisions of subparagraph two of this paragraph to fully comply\nwith the provisions of said subparagraph two or the suspension of such\nforeign limited partnership's authority to carry on, conduct or transact\nany business in this state pursuant to subparagraph three of this\nparagraph shall not impair or limit the validity of any contract or act\nof such foreign limited partnership, or any right or remedy of any other\nparty under or by virtue of any contract, act or omission of such\nforeign limited partnership, or the right of any other party to maintain\nany action or special proceeding on any such contract, act or omission,\nor right of such foreign limited partnership to defend any action or\nspecial proceeding in this state, or result in any partner or agent of\nsuch foreign limited partnership becoming liable for the contractual\nobligations or other liabilities of the foreign limited partnership.\n (5) If, at any time following the suspension of a foreign limited\npartnership's authority to carry on, conduct or transact business in\nthis state, pursuant to subparagraph three of this paragraph, such\nforeign limited partnership shall cause proof of publication in\nsubstantial compliance with the provisions (other than the one hundred\ntwenty day period) of paragraph (i) of this subdivision, consisting of\nthe certificate of publication of the foreign limited partnership with\nthe affidavits of publication of the newspapers annexed thereto, to be\nfiled with the department of state, such suspension of such foreign\nlimited partnership's authority to carry on, conduct or transact\nbusiness shall be annulled.\n (6) For the purposes of this paragraph, a foreign limited partnership\nwhich was formed and filed its application for authority with the\ndepartment of state prior to the effective date of this paragraph shall\nbe deemed to have complied with the publication and filing requirements\nof this subdivision as in effect prior to such effective date if (A) the\nforeign limited partnership was formed and filed its application for\nauthority with the department of state on or after January first,\nnineteen hundred ninety-nine and prior to such effective date and the\nforeign limited partnership filed at least one affidavit of the printer\nor publisher of a newspaper with the department of state at any time\nprior to such effective date, or (B) the foreign limited partnership was\nformed and filed its application for authority with the department of\nstate prior to January first, nineteen hundred ninety-nine, without\nregard to whether the foreign limited partnership did or did not file\nany affidavit of the printer or publisher of a newspaper with the\nsecretary of state.\n (iii) The information in a notice published pursuant to this\nsubdivision shall be presumed to be in compliance with and satisfaction\nof the requirements of this subdivision.\n