PRINTER'S NO. 3350
No. 2551 Session of 1980
INTRODUCED BY BERSON AND SPENCER, MAY 13, 1980
REFERRED TO COMMITTEE ON JUDICIARY, MAY 13, 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 The General Assembly of the Commonwealth of Pennsylvania
7 hereby enacts as follows:
8 Section 1. Short title.
9 This act shall be known and may be cited as the "Foreign
10 Limited Partnership Registration Act."
11 Section 2. Governing law.
12 Subject to the Constitution and public policy of this
13 Commonwealth, the laws of the state under which a foreign
14 limited partnership is organized govern its organization and
15 internal affairs and the liability of its limited partners, and
16 a foreign limited partnership may not be denied registration by
17 reason of any difference between those laws and the laws of this
18 Commonwealth.
19 Section 3. Registration.
1 Before transacting business in this Commonwealth, a foreign
2 limited partnership shall register with the Department of State.
3 In order to register, a foreign limited partnership shall submit
4 to the Department of State in duplicate an application for
5 registration as a foreign limited partnership, signed and sworn
6 to by a general partner and setting forth:
7 (1) The name of the foreign limited partnership and, if
8 different, the name under which it proposes to transact
9 business and register in this Commonwealth.
10 (2) The state and date of its formation.
11 (3) The general character of the business it proposes to
12 transact in this Commonwealth.
13 (4) The name and address of any agent for service of
14 process on the foreign limited partnership whom the foreign
15 limited partnership desires to appoint, which agent must be
16 an individual resident of this Commonwealth, a domestic
17 corporation, or a foreign corporation authorized to do
18 business in this Commonwealth; and with a place of business
19 in this Commonwealth.
20 (5) A statement that the Department of State is
21 appointed the agent of the foreign limited partnership for
22 service of process if no agent has been appointed pursuant to
23 paragraph (4) or, if appointed the agent's authority has been
24 revoked or the agent cannot be found or served with the
25 exercise of reasonable diligence.
26 (6) The address of the office required to be maintained
27 in the state of its organization by the laws of that state
28 or, if not so required, of the principal office of the
29 foreign limited partnership.
30 (7) If the certificate of limited partnership filed in
19800H2551B3350 - 2 -
1 the foreign limited partnership's state of organization is
2 not required to include the names and business addresses of
3 the partners, a list of the names and addresses of all
4 partners.
5 Section 4. Issuance of registration.
6 (a) Procedure.--If the Department of State finds that an
7 application for registration conforms to law and all requisite
8 fees have been paid, it shall:
9 (1) Endorse on the application the word "filed," and the
10 month, day and year of the filing thereof.
11 (2) File in this office one of the duplicate originals
12 of the application.
13 (3) Issue a certificate of registration to transact
14 business in this Commonwealth.
15 (b) Return to person filing.--The certificate of
16 registration, together with one duplicate original of the
17 application, shall be returned to the person who filed the
18 application or his representative.
19 Section 5. Name.
20 A foreign limited partnership may register with the
21 Department of State under any name (whether or not it is the
22 name under which it is registered in its state of organization)
23 that includes the words "limited partnership" and that could be
24 registered by a domestic limited partnership.
25 Section 6. Changes and amendments.
26 If any statement in a foreign limited partnership's
27 application for registration was false when made or any
28 arrangements or other facts described have changed, making the
29 application inaccurate in any respect, the foreign limited
30 partnership shall promptly file in this office of the Department
19800H2551B3350 - 3 -
1 of State a certificate, signed and sworn to by a general
2 partner, correcting the statement.
3 Section 7. Cancellation of registration.
4 A foreign limited partnership may cancel its registration by
5 filing with the Department of State a certificate of
6 cancellation signed and sworn to by a general partner. A
7 cancellation does not terminate the authority of the Department
8 of State to accept service of process on the foreign limited
9 partnership with respect to causes of action arising out of the
10 transaction of business in this Commonwealth.
11 Section 8. Transaction of business without registration.
12 (a) Maintenance of actions prohibited.--A foreign limited
13 partnership transacting business in this Commonwealth without
14 registration may not maintain any action, suit, or proceeding in
15 any court of this Commonwealth until it has registered.
16 (b) Contracts and defense of actions.--The failure of a
17 foreign limited partnership to register in this Commonwealth
18 does not impair the validity of any contract or act of the
19 foreign limited partnership, and does not prevent the foreign
20 limited partnership from defending any action, suit, or
21 proceeding in any court of this Commonwealth.
22 (c) Liability of limited partner.--A limited partner of a
23 foreign limited partnership is not liable as a general partner
24 of the foreign limited partnership solely by reason of the
25 foreign limited partnership's transacting business in this
26 Commonwealth without registration.
27 (d) Agents for service of process.--A foreign limited
28 partnership by transacting business in this Commonwealth without
29 registration, appoints the Department of State as its agent for
30 service of process with respect to causes of action arising out
19800H2551B3350 - 4 -
1 of the transaction of business in this Commonwealth.
2 Section 9. Action by appropriate official.
3 The Attorney General may bring an action to restrain a
4 foreign limited partnership from transacting business in this
5 Commonwealth in violation of this act.
6 Section 10. Effective date.
7 This act shall take effect in 60 days.
E7L13DGS/19800H2551B3350 - 5 -