PRIOR PRINTER'S NO. 1036 PRINTER'S NO. 1540
No. 949 Session of 1981
INTRODUCED BY SPENCER AND BERSON, MARCH 23, 1981
AS REPORTED FROM COMMITTEE ON JUDICIARY, HOUSE OF
REPRESENTATIVES, AS AMENDED, MAY 5, 1981
AN ACT
1 Amending Title 59 (Partnerships) of the Pennsylvania
2 Consolidated Statutes, adding provisions relating to foreign
3 limited partnerships and making a conforming amendment to
4 Title 42 as to foreign partnerships and other entities.
5 The General Assembly of the Commonwealth of Pennsylvania
6 hereby enacts as follows:
7 Section 1. Chapter 5 of Title 59, act of November 25, 1970
8 (P.L.707, No.230), known as the Pennsylvania Consolidated
9 Statutes, is amended by adding a subchapter to read:
10 SUBCHAPTER E
11 FOREIGN LIMITED PARTNERSHIPS
12 Sec.
13 561. Foreign limited partnership defined.
14 562. Governing law.
15 563. Registration.
16 564. Issuance of registration. EFFECT OF FILING. <--
17 565. Name.
18 566. Changes and amendments.
1 567. Cancellation of registration.
2 568. Transaction of business without registration.
3 569. Action by Attorney General.
4 § 561. Foreign limited partnership defined.
5 A foreign limited partnership is a limited partnership formed
6 under the laws of any jurisdiction other than this Commonwealth.
7 § 562. Governing law.
8 Subject to the Constitution of Pennsylvania and public policy
9 of this Commonwealth:
10 (1) The laws of the jurisdiction under which a foreign
11 limited partnership is organized govern its organization and
12 internal affairs and the liability of its limited partners.
13 (2) A foreign limited partnership may not be denied
14 registration by reason of any difference between those laws
15 and the laws of this Commonwealth.
16 § 563. Registration.
17 Before transacting business in this Commonwealth, a foreign
18 limited partnership shall register with the Department of State.
19 In order to register, a foreign limited partnership shall submit
20 to the Department of State an application for registration as a
21 foreign limited partnership, signed by a general partner and
22 setting forth:
23 (1) The name of the foreign limited partnership and, if
24 different, the name under which it proposes to transact
25 business and register in this Commonwealth.
26 (2) The jurisdiction and date of its formation.
27 (3) The general character of the business it proposes to
28 transact in this Commonwealth, which shall not be one which a
29 domestic limited partnership may not lawfully do in this
30 Commonwealth.
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1 (4) The address of the office required to be maintained
2 in the jurisdiction of its organization by the laws of that
3 jurisdiction or, if not so required, of the principal office
4 of the foreign limited partnership.
5 (5) If the certificate of limited partnership filed in
6 the jurisdiction of organization of the foreign limited
7 partnership is not required to include the names and business
8 addresses of the partners, a list of the names and business
9 addresses of all partners.
10 § 564. Issuance of registration. EFFECT OF FILING. <--
11 Upon the filing of the application for registration as a
12 foreign limited partnership, the Department of State shall issue <--
13 to the partnership a certificate of registration THE PARTNERSHIP <--
14 SHALL BE AUTHORIZED to transact business in this Commonwealth.
15 § 565. Name.
16 A foreign limited partnership may register with the
17 Department of State under any name (whether or not it is the
18 name under which it is registered in its jurisdiction of
19 organization) that could be used by a domestic limited
20 partnership.
21 § 566. Changes and amendments.
22 If any statement in the application for registration of a
23 foreign limited partnership was false when made or any
24 arrangements or other facts described have changed, making the
25 application inaccurate in any respect, the foreign limited
26 partnership shall promptly file in the office of the Department
27 of State a certificate, signed by a general partner, correcting
28 the statement.
29 § 567. Cancellation of registration.
30 A foreign limited partnership may cancel its registration by
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1 filing with the Department of State a certificate of
2 cancellation signed by a general partner.
3 § 568. Transaction of business without registration.
4 (a) Maintenance of actions prohibited.--A foreign limited
5 partnership transacting business in this Commonwealth may not
6 maintain any action in any court of this Commonwealth until it
7 has registered in this Commonwealth.
8 (b) Contracts and defense of actions.--The failure of a
9 foreign limited partnership to register in this Commonwealth
10 does not impair the validity of any contract or act of the
11 foreign limited partnership or prevent the foreign limited
12 partnership from defending any action in any court of this
13 Commonwealth.
14 (c) Liability of limited partner.--A limited partner of a
15 foreign limited partnership is not liable as a general partner
16 of the foreign limited partnership solely by reason of the
17 foreign limited partnership having transacted business in this
18 Commonwealth without registration.
19 § 569. Action by Attorney General.
20 The Attorney General may bring an action to restrain a
21 foreign limited partnership from transacting business in this
22 Commonwealth in violation of this subchapter.
23 Section 2. Section 5301 of Title 42 is amended to read:
24 § 5301. Persons.
25 (a) General rule.--The existence of any of the following
26 relationships between a person and this Commonwealth shall
27 constitute a sufficient basis of jurisdiction to enable the
28 tribunals of this Commonwealth to exercise general personal
29 jurisdiction over such person, or his personal representative in
30 the case of an individual, and to enable such tribunals to
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1 render personal orders against such person or representative:
2 (1) Individuals.--
3 (i) Presence in this Commonwealth at the time when
4 process is served.
5 (ii) Domicile in this Commonwealth at the time when
6 process is served.
7 (iii) Consent, to the extent authorized by the
8 consent.
9 (2) Corporations.--
10 (i) Incorporation under or qualification as a
11 foreign corporation under the laws of this Commonwealth.
12 (ii) Consent, to the extent authorized by the
13 consent.
14 (iii) The carrying on of a continuous and systematic
15 part of its general business within this Commonwealth.
16 (3) Partnerships, limited partnerships, partnership
17 associations, professional associations, unincorporated
18 associations and similar entities.--
19 (i) Formation under or qualification as a foreign
20 entity under the laws of this Commonwealth.
21 (ii) Consent, to the extent authorized by the
22 consent.
23 (iii) The carrying on of a continuous and systematic
24 part of its general business within this Commonwealth.
25 (b) Scope of jurisdiction.--When jurisdiction over a person
26 is based upon this section any cause of action may be asserted
27 against him, whether or not arising from acts enumerated in this
28 section. Discontinuance of the acts enumerated in subsection
29 (a)(2)(i) and (iii) and (a)(3)(i) and (iii) shall not affect
30 jurisdiction with respect to any act, transaction or omission
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1 occurring during the period such status existed.
2 Section 3. This act shall take effect in 60 days. <--
3 SECTION 3. FILING UNDER SUBCHAPTER E OF CHAPTER 5 OF TITLE <--
4 59 SHALL BE SUFFICIENT NOTICE TO THE PUBLIC SO AS TO NOT REQUIRE
5 THE LIMITED PARTNERSHIP TO FILE UNDER THE ACT OF MAY 24, 1945
6 (P.L.967,NO.380), REFERRED TO AS THE FICTITIOUS NAME ACT.
7 SECTION 4. THIS ACT SHALL TAKE EFFECT IN 60 DAYS.
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