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.)