PRIOR PRINTER'S NO. 3350 PRINTER'S NO. 3637
No. 2551 Session of 1980
INTRODUCED BY MESSRS. BERSON AND SPENCER, MAY 13, 1980
AS AMENDED ON THIRD CONSIDERATION, HOUSE OF REPRESENTATIVES,
JUNE 23, 1980
AN ACT
1 Providing for the registration of foreign limited partnerships; <--
2 imposing additional powers and duties on the Department of
3 State; limiting the legal remedies of foreign limited
4 partnerships which are not registered and empowering the
5 Attorney General to enforce the provisions of this act.
6 AMENDING TITLE 59 (PARTNERSHIPS) OF THE PENNSYLVANIA <--
7 CONSOLIDATED STATUTES, ADDING PROVISIONS RELATING TO FOREIGN
8 LIMITED PARTNERSHIPS AND MAKING A CONFORMING AMENDMENT TO
9 TITLE 42 AS TO FOREIGN PARTNERSHIPS AND OTHER ENTITIES.
10 The General Assembly of the Commonwealth of Pennsylvania
11 hereby enacts as follows:
12 Section 1. Short title. <--
13 This act shall be known and may be cited as the "Foreign
14 Limited Partnership Registration Act."
15 Section 2. Governing law.
16 Subject to the Constitution and public policy of this
17 Commonwealth, the laws of the state under which a foreign
18 limited partnership is organized govern its organization and
19 internal affairs and the liability of its limited partners, and
20 a foreign limited partnership may not be denied registration by
1 reason of any difference between those laws and the laws of this
2 Commonwealth.
3 Section 3. Registration.
4 Before transacting business in this Commonwealth, a foreign
5 limited partnership shall register with the Department of State.
6 In order to register, a foreign limited partnership shall submit
7 to the Department of State in duplicate an application for
8 registration as a foreign limited partnership, signed and sworn
9 to by a general partner and setting forth:
10 (1) The name of the foreign limited partnership and, if
11 different, the name under which it proposes to transact
12 business and register in this Commonwealth.
13 (2) The state and date of its formation.
14 (3) The general character of the business it proposes to
15 transact in this Commonwealth.
16 (4) The name and address of any agent for service of
17 process on the foreign limited partnership whom the foreign
18 limited partnership desires to appoint, which agent must be
19 an individual resident of this Commonwealth, a domestic
20 corporation, or a foreign corporation authorized to do
21 business in this Commonwealth; and with a place of business
22 in this Commonwealth.
23 (5) A statement that the Department of State is
24 appointed the agent of the foreign limited partnership for
25 service of process if no agent has been appointed pursuant to
26 paragraph (4) or, if appointed the agent's authority has been
27 revoked or the agent cannot be found or served with the
28 exercise of reasonable diligence.
29 (6) The address of the office required to be maintained
30 in the state of its organization by the laws of that state
19800H2551B3637 - 2 -
1 or, if not so required, of the principal office of the
2 foreign limited partnership.
3 (7) If the certificate of limited partnership filed in
4 the foreign limited partnership's state of organization is
5 not required to include the names and business addresses of
6 the partners, a list of the names and addresses of all
7 partners.
8 Section 4. Issuance of registration.
9 (a) Procedure.--If the Department of State finds that an
10 application for registration conforms to law and all requisite
11 fees have been paid, it shall:
12 (1) Endorse on the application the word "filed," and the
13 month, day and year of the filing thereof.
14 (2) File in this office one of the duplicate originals
15 of the application.
16 (3) Issue a certificate of registration to transact
17 business in this Commonwealth.
18 (b) Return to person filing.--The certificate of
19 registration, together with one duplicate original of the
20 application, shall be returned to the person who filed the
21 application or his representative.
22 Section 5. Name.
23 A foreign limited partnership may register with the
24 Department of State under any name (whether or not it is the
25 name under which it is registered in its state of organization)
26 that includes the words "limited partnership" and that could be
27 registered by a domestic limited partnership.
28 Section 6. Changes and amendments.
29 If any statement in a foreign limited partnership's
30 application for registration was false when made or any
19800H2551B3637 - 3 -
1 arrangements or other facts described have changed, making the
2 application inaccurate in any respect, the foreign limited
3 partnership shall promptly file in this office of the Department
4 of State a certificate, signed and sworn to by a general
5 partner, correcting the statement.
6 Section 7. Cancellation of registration.
7 A foreign limited partnership may cancel its registration by
8 filing with the Department of State a certificate of
9 cancellation signed and sworn to by a general partner. A
10 cancellation does not terminate the authority of the Department
11 of State to accept service of process on the foreign limited
12 partnership with respect to causes of action arising out of the
13 transaction of business in this Commonwealth.
14 Section 8. Transaction of business without registration.
15 (a) Maintenance of actions prohibited.--A foreign limited
16 partnership transacting business in this Commonwealth without
17 registration may not maintain any action, suit, or proceeding in
18 any court of this Commonwealth until it has registered.
19 (b) Contracts and defense of actions.--The failure of a
20 foreign limited partnership to register in this Commonwealth
21 does not impair the validity of any contract or act of the
22 foreign limited partnership, and does not prevent the foreign
23 limited partnership from defending any action, suit, or
24 proceeding in any court of this Commonwealth.
25 (c) Liability of limited partner.--A limited partner of a
26 foreign limited partnership is not liable as a general partner
27 of the foreign limited partnership solely by reason of the
28 foreign limited partnership's transacting business in this
29 Commonwealth without registration.
30 (d) Agents for service of process.--A foreign limited
19800H2551B3637 - 4 -
1 partnership by transacting business in this Commonwealth without
2 registration, appoints the Department of State as its agent for
3 service of process with respect to causes of action arising out
4 of the transaction of business in this Commonwealth.
5 Section 9. Action by appropriate official.
6 The Attorney General may bring an action to restrain a
7 foreign limited partnership from transacting business in this
8 Commonwealth in violation of this act.
9 Section 10. Effective date.
10 This act shall take effect in 60 days.
11 SECTION 1. CHAPTER 5 OF TITLE 59, ACT OF NOVEMBER 25, 1970 <--
12 (P.L.707, NO.230), KNOWN AS THE PENNSYLVANIA CONSOLIDATED
13 STATUTES, IS AMENDED BY ADDING A SUBCHAPTER TO READ:
14 SUBCHAPTER E
15 FOREIGN LIMITED PARTNERSHIPS
16 SEC.
17 561. FOREIGN LIMITED PARTNERSHIP DEFINED.
18 562. GOVERNING LAW.
19 563. REGISTRATION.
20 564. ISSUANCE OF REGISTRATION.
21 565. NAME.
22 566. CHANGES AND AMENDMENTS.
23 567. CANCELLATION OF REGISTRATION.
24 568. TRANSACTION OF BUSINESS WITHOUT REGISTRATION.
25 569. ACTION BY ATTORNEY GENERAL.
26 § 561. FOREIGN LIMITED PARTNERSHIP DEFINED.
27 A FOREIGN LIMITED PARTNERSHIP IS A LIMITED PARTNERSHIP FORMED
28 UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THIS COMMONWEALTH.
29 § 562. GOVERNING LAW.
30 SUBJECT TO THE CONSTITUTION OF PENNSYLVANIA AND PUBLIC POLICY
19800H2551B3637 - 5 -
1 OF THIS COMMONWEALTH:
2 (1) THE LAWS OF THE JURISDICTION UNDER WHICH A FOREIGN
3 LIMITED PARTNERSHIP IS ORGANIZED GOVERN ITS ORGANIZATION AND
4 INTERNAL AFFAIRS AND THE LIABILITY OF ITS LIMITED PARTNERS.
5 (2) A FOREIGN LIMITED PARTNERSHIP MAY NOT BE DENIED
6 REGISTRATION BY REASON OF ANY DIFFERENCE BETWEEN THOSE LAWS
7 AND THE LAWS OF THIS COMMONWEALTH.
8 § 563. REGISTRATION.
9 BEFORE TRANSACTING BUSINESS IN THIS COMMONWEALTH, A FOREIGN
10 LIMITED PARTNERSHIP SHALL REGISTER WITH THE DEPARTMENT OF STATE.
11 IN ORDER TO REGISTER, A FOREIGN LIMITED PARTNERSHIP SHALL SUBMIT
12 TO THE DEPARTMENT OF STATE AN APPLICATION FOR REGISTRATION AS A
13 FOREIGN LIMITED PARTNERSHIP, SIGNED BY A GENERAL PARTNER AND
14 SETTING FORTH:
15 (1) THE NAME OF THE FOREIGN LIMITED PARTNERSHIP AND, IF
16 DIFFERENT, THE NAME UNDER WHICH IT PROPOSES TO TRANSACT
17 BUSINESS AND REGISTER IN THIS COMMONWEALTH.
18 (2) THE JURISDICTION AND DATE OF ITS FORMATION.
19 (3) THE GENERAL CHARACTER OF THE BUSINESS IT PROPOSES TO
20 TRANSACT IN THIS COMMONWEALTH, WHICH SHALL NOT BE ONE WHICH A
21 DOMESTIC LIMITED PARTNERSHIP MAY NOT LAWFULLY DO IN THIS
22 COMMONWEALTH.
23 (4) THE ADDRESS OF THE OFFICE REQUIRED TO BE MAINTAINED
24 IN THE JURISDICTION OF ITS ORGANIZATION BY THE LAWS OF THAT
25 JURISDICTION OR, IF NOT SO REQUIRED, OF THE PRINCIPAL OFFICE
26 OF THE FOREIGN LIMITED PARTNERSHIP.
27 (5) IF THE CERTIFICATE OF LIMITED PARTNERSHIP FILED IN
28 THE JURISDICTION OF ORGANIZATION OF THE FOREIGN LIMITED
29 PARTNERSHIP IS NOT REQUIRED TO INCLUDE THE NAMES AND BUSINESS
30 ADDRESSES OF THE PARTNERS, A LIST OF THE NAMES AND BUSINESS
19800H2551B3637 - 6 -
1 ADDRESSES OF ALL PARTNERS.
2 § 564. ISSUANCE OF REGISTRATION.
3 UPON THE FILING OF THE APPLICATION FOR REGISTRATION AS A
4 FOREIGN LIMITED PARTNERSHIP, THE DEPARTMENT OF STATE SHALL ISSUE
5 TO THE PARTNERSHIP A CERTIFICATE OF REGISTRATION TO TRANSACT
6 BUSINESS IN THIS COMMONWEALTH.
7 § 565. NAME.
8 A FOREIGN LIMITED PARTNERSHIP MAY REGISTER WITH THE
9 DEPARTMENT OF STATE UNDER ANY NAME (WHETHER OR NOT IT IS THE
10 NAME UNDER WHICH IT IS REGISTERED IN ITS JURISDICTION OF
11 ORGANIZATION) THAT INCLUDES THE WORDS "LIMITED PARTNERSHIP" AND
12 THAT COULD BE USED BY A DOMESTIC LIMITED PARTNERSHIP.
13 § 566. CHANGES AND AMENDMENTS.
14 IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION OF A
15 FOREIGN LIMITED PARTNERSHIP WAS FALSE WHEN MADE OR ANY
16 ARRANGEMENTS OR OTHER FACTS DESCRIBED HAVE CHANGED, MAKING THE
17 APPLICATION INACCURATE IN ANY RESPECT, THE FOREIGN LIMITED
18 PARTNERSHIP SHALL PROMPTLY FILE IN THE OFFICE OF THE DEPARTMENT
19 OF STATE A CERTIFICATE, SIGNED BY A GENERAL PARTNER, CORRECTING
20 THE STATEMENT.
21 § 567. CANCELLATION OF REGISTRATION.
22 A FOREIGN LIMITED PARTNERSHIP MAY CANCEL ITS REGISTRATION BY
23 FILING WITH THE DEPARTMENT OF STATE A CERTIFICATE OF
24 CANCELLATION SIGNED BY A GENERAL PARTNER.
25 § 568. TRANSACTION OF BUSINESS WITHOUT REGISTRATION.
26 (A) MAINTENANCE OF ACTIONS PROHIBITED.--A FOREIGN LIMITED
27 PARTNERSHIP TRANSACTING BUSINESS IN THIS COMMONWEALTH MAY NOT
28 MAINTAIN ANY ACTION IN ANY COURT OF THIS COMMONWEALTH UNTIL IT
29 HAS REGISTERED IN THIS COMMONWEALTH.
30 (B) CONTRACTS AND DEFENSE OF ACTIONS.--THE FAILURE OF A
19800H2551B3637 - 7 -
1 FOREIGN LIMITED PARTNERSHIP TO REGISTER IN THIS COMMONWEALTH
2 DOES NOT IMPAIR THE VALIDITY OF ANY CONTRACT OR ACT OF THE
3 FOREIGN LIMITED PARTNERSHIP OR PREVENT THE FOREIGN LIMITED
4 PARTNERSHIP FROM DEFENDING ANY ACTION IN ANY COURT OF THIS
5 COMMONWEALTH.
6 (C) LIABILITY OF LIMITED PARTNER.--A LIMITED PARTNER OF A
7 FOREIGN LIMITED PARTNERSHIP IS NOT LIABLE AS A GENERAL PARTNER
8 OF THE FOREIGN LIMITED PARTNERSHIP SOLELY BY REASON OF THE
9 FOREIGN LIMITED PARTNERSHIP HAVING TRANSACTED BUSINESS IN THIS
10 COMMONWEALTH WITHOUT REGISTRATION.
11 § 569. ACTION BY ATTORNEY GENERAL.
12 THE ATTORNEY GENERAL MAY BRING AN ACTION TO RESTRAIN A
13 FOREIGN LIMITED PARTNERSHIP FROM TRANSACTING BUSINESS IN THIS
14 COMMONWEALTH IN VIOLATION OF THIS SUBCHAPTER.
15 SECTION 2. SECTION 5301 OF TITLE 42 IS AMENDED TO READ:
16 § 5301. PERSONS.
17 (A) GENERAL RULE.--THE EXISTENCE OF ANY OF THE FOLLOWING
18 RELATIONSHIPS BETWEEN A PERSON AND THIS COMMONWEALTH SHALL
19 CONSTITUTE A SUFFICIENT BASIS OF JURISDICTION TO ENABLE THE
20 TRIBUNALS OF THIS COMMONWEALTH TO EXERCISE GENERAL PERSONAL
21 JURISDICTION OVER SUCH PERSON, OR HIS PERSONAL REPRESENTATIVE IN
22 THE CASE OF AN INDIVIDUAL, AND TO ENABLE SUCH TRIBUNALS TO
23 RENDER PERSONAL ORDERS AGAINST SUCH PERSON OR REPRESENTATIVE:
24 (1) INDIVIDUALS.--
25 (I) PRESENCE IN THIS COMMONWEALTH AT THE TIME WHEN
26 PROCESS IS SERVED.
27 (II) DOMICILE IN THIS COMMONWEALTH AT THE TIME WHEN
28 PROCESS IS SERVED.
29 (III) CONSENT, TO THE EXTENT AUTHORIZED BY THE
30 CONSENT.
19800H2551B3637 - 8 -
1 (2) CORPORATIONS.--
2 (I) INCORPORATION UNDER OR QUALIFICATION AS A
3 FOREIGN CORPORATION UNDER THE LAWS OF THIS COMMONWEALTH.
4 (II) CONSENT, TO THE EXTENT AUTHORIZED BY THE
5 CONSENT.
6 (III) THE CARRYING ON OF A CONTINUOUS AND SYSTEMATIC
7 PART OF ITS GENERAL BUSINESS WITHIN THIS COMMONWEALTH.
8 (3) PARTNERSHIPS, LIMITED PARTNERSHIPS, PARTNERSHIP
9 ASSOCIATIONS, PROFESSIONAL ASSOCIATIONS, UNINCORPORATED
10 ASSOCIATIONS AND SIMILAR ENTITIES.--
11 (I) FORMATION UNDER OR QUALIFICATION AS A FOREIGN
12 ENTITY UNDER THE LAWS OF THIS COMMONWEALTH.
13 (II) CONSENT, TO THE EXTENT AUTHORIZED BY THE
14 CONSENT.
15 (III) THE CARRYING ON OF A CONTINUOUS AND SYSTEMATIC
16 PART OF ITS GENERAL BUSINESS WITHIN THIS COMMONWEALTH.
17 (B) SCOPE OF JURISDICTION.--WHEN JURISDICTION OVER A PERSON
18 IS BASED UPON THIS SECTION ANY CAUSE OF ACTION MAY BE ASSERTED
19 AGAINST HIM, WHETHER OR NOT ARISING FROM ACTS ENUMERATED IN THIS
20 SECTION. DISCONTINUANCE OF THE ACTS ENUMERATED IN SUBSECTION
21 (A)(2)(I) AND (III) AND (A)(3)(I) AND (III) SHALL NOT AFFECT
22 JURISDICTION WITH RESPECT TO ANY ACT, TRANSACTION OR OMISSION
23 OCCURRING DURING THE PERIOD SUCH STATUS EXISTED.
24 SECTION 3. THIS ACT SHALL TAKE EFFECT IN 60 DAYS.
E7L13DGS/19800H2551B3637 - 9 -