2023 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 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.