N.Y. Partnership Law § 121-902: Application for authority, contents

§ 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 or her. The limited partnership

may include an email address to which the secretary of state shall email

a notice of the fact that process against it has been electronically

served upon him or her;

(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.