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§7-12-59  Applicability to foreign and interstate commerce. –


Published: 2015

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TITLE 7

Corporations, Associations, and Partnerships

CHAPTER 7-12

Partnerships

SECTION 7-12-59



   § 7-12-59  Applicability to foreign and

interstate commerce. –

(a) A partnership, including a registered limited liability partnership, formed

and existing pursuant to an agreement governed by this chapter may conduct its

business, carry on its operations and have and exercise the powers granted by

this chapter in any state, territory, district or possession of the United

States or in any foreign country.



   (b) It is the intent of the general assembly that the legal

existence of partnerships, including registered limited liability partnerships,

formed in this state are recognized outside the boundaries of this state and

that, subject to any reasonable requirement of registration, a partnership,

including a registered limited liability partnership, formed pursuant to an

agreement governed by this chapter and transacting business outside this state

is granted the protection of full faith and credit under the Constitution of

the United States.



   (c) The liability of partners in a partnership, including

registered limited liability partnerships, formed and existing pursuant to an

agreement governed by this chapter for the debts and obligations of the

partnership, is at all times determined exclusively by the laws of this state.



   (d) Before transacting business in this state, a foreign

registered limited liability partnership shall comply with any statutory or

administrative registration or filing requirements governing the specific type

of business in which the partnership is engaged, and file a notice with the

secretary of state, on any forms that the Secretary provides, stating:



   (1) The name of the partnership;



   (2) The jurisdiction, the laws of which govern its

partnership agreement and under which it is registered as a limited liability

partnership;



   (3) The address of its principal office;



   (4) If the partnership's principal office is not located in

this state;



   (5) The address of a registered office and the name and

address of a registered agent for service of process in this state which the

partnership shall be required to maintain;



   (6) The names and addresses of all resident partners in this

state;



   (7) A brief statement of the business in which the

partnership engages;



   (8) Any other information that the partnership determines to

include,



   (9) A statement that the partnership is a registered limited

liability partnership. The notice shall be accompanied by a fee of one thousand

dollars ($1,000). The notice is effective for two (2) years from the date of

filing, after which time the partnership shall file a new notice. The filing of

the notice with the secretary of state makes it unnecessary to file any other

documents under §§ 6-1-1 – 6-1-4.



   (e) The name of a foreign registered limited liability

partnership doing business in this state shall contain the words "Registered

Limited Liability Partnership" or "L.L.P." or "LLP", or any other similar words

or abbreviation as are required or authorized by the laws of the state where

the partnership is registered, as the last words or letters of its name.



   (f) The internal affairs of foreign registered limited

liability partnerships, including the liability of partners for debts,

obligations and liabilities of or chargeable to the partnership or another

partner or partners, are subject to and governed by the laws of the

jurisdiction in which the foreign registered limited liability partnership is

registered.



History of Section.

(P.L. 1996, ch. 270, § 2; P.L. 1998, ch. 235, § 1; P.L. 2012, ch. 69,

§ 1; P.L. 2012, ch. 80, § 1.)