NY Pship L § 121-902 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 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;   * NB Effective until January 1, 2023   * (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;   * NB Effective January 1, 2023  (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.