Article 9 - Foreign Limited Partnership

California Corporations Code — §§ 15909.01-15909.08

Sections (8)

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

(a)The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership, except as to foreign limited liability limited partnerships, which shall be treated as if they were foreign limited partnerships.

(b)A foreign limited partnership may not be denied a certificate of registration by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.

(c)A certificate of registration does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.

§ 15909.02

Amended by Stats. 2022, Ch. 617, Sec. 95. (SB 1202) Effective January 1, 2023.

(a)A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and acknowledged by a general partner of the foreign limited partnership to, and on a form prescribed by, the Secretary of State for filing. The application shall state all of the following:

(1)The name of the foreign limited partnership and, if the name does not comply with Section 15901.08, an alternate name adopted pursuant to subdivision (a) of Section 15909.05.

(2)The name of the state or other jurisdiction under whose law the foreign limited partnership is organized and

a statement that the foreign limited partnership is authorized to exercise its powers and privileges in that state or jurisdiction.

(3)The street address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the address of the required office.

(4)The mailing address of the foreign limited partnership’s

principal office, if different from the street address.

(5)The name and street address of the foreign limited partnership’s initial agent for service of process in this state in accordance with paragraph (1) of subdivision (d) of Section 15901.16.

(6)The name and address of each of the foreign limited partnership’s general partners.

(7)Whether the foreign limited partnership is a foreign limited liability limited partnership.

(b)A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import issued within the past six months from the submission of the application for

filing in California signed by the Secretary of State or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized.

§ 15909.03

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

(a)Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this article include the activities set forth in subdivision (ai) of Section 15901.02.

(b)For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision (a), constitutes transacting business in this state.

(c)This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation jurisdiction, or regulation under any other law of this state.

§ 15909.04

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all requisite fees, shall file the application and shall issue to the foreign limited partnership a certificate of registration stating the date of filing of the application and that the foreign limited partnership is qualified to transact intrastate business, subject, however, to any licensing requirements otherwise imposed by the laws of this state.

§ 15909.05

Amended by Stats. 2022, Ch. 617, Sec. 96. (SB 1202) Effective January 1, 2023.

(a)A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a certificate of registration until it adopts, for the purpose of transacting business in this state, an alternate name that complies with Section 15901.08.

(b)If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with Section 15901.08, it may not thereafter transact business in this state until it complies with subdivision (a) and obtains an amended certificate of registration.

(c)The Secretary of State may cancel the

application and certificate of registration of a foreign limited partnership if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give a first written notice of the applicability of this section to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice.

§ 15909.06

Amended by Stats. 2022, Ch. 617, Sec. 97. (SB 1202) Effective January 1, 2023.

If any statement in the application for registration of a foreign limited partnership was false when made or any statements made have become erroneous, the foreign limited partnership shall promptly deliver to, and on a form prescribed by, the Secretary of State an amendment to the application for registration containing the name of the foreign limited partnership and the Secretary of State’s file number of the foreign limited partnership signed and acknowledged by the general partner amending the statement. If a foreign limited partnership delivers an amendment changing the name of the foreign limited partnership in its jurisdiction of organization, annexed to the amendment to the application for registration shall be a certificate issued within the

past six months from the submission of the amendment for filing in California from an authorized public official of the foreign limited partnership’s jurisdiction of organization to the effect that the foreign limited partnership is in good standing and that the change of name was made in accordance with the laws of that jurisdiction, if the laws of that jurisdiction permit the issuance of those certificates, or, in the alternative, a statement by the foreign limited partnership issued within the past six months from the submission of the amendment for filing in California that the laws of its jurisdiction of organization do not permit the issuance of those certificates. Unless the Secretary of State determines that the amendment to the application changing the name or alternate name of a foreign limited partnership does not comply with the filing requirements of this chapter, the Secretary of State, upon payment

of all requisite fees, shall file the amended application and shall issue to the foreign limited partnership a new certificate of registration stating the date of filing of the amendment to the application changing the name and that the foreign limited partnership is qualified to transact intrastate business, subject to any licensing requirements otherwise imposed by the laws of this state.

§ 15909.07

Amended by Stats. 2014, Ch. 834, Sec. 29. (SB 1041) Effective January 1, 2015.

(a)In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a form prescribed by the Secretary of State for filing a certificate of cancellation containing the name of the foreign limited partnership and the Secretary of State’s file number of the foreign limited partnership signed and acknowledged by a general partner of the foreign limited partnership. The registration is canceled when the certificate becomes effective under Section 15902.06.

(b)A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of

registration to transact business in this state.

(c)Any foreign limited partnership that transacts intrastate business in this state without registration is subject to a penalty of twenty dollars ($20) for each day that the unauthorized intrastate business is transacted, up to a maximum of ten thousand dollars ($10,000). An action to recover this penalty may be brought, and any recovery shall be paid, as provided in Section 2258.

(d)The failure of a foreign limited partnership to have a certificate of registration to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.

(e)A partner of a foreign limited partnership is not liable for the obligations of the

foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of registration.

(f)If a foreign limited partnership transacts business in this state without a certificate of registration or cancels its certificate of registration, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state.

§ 15909.08

Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.

The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.