SECTIONS 15909.01-15909.08 - California Statutes

CORPORATIONS CODE

SECTION 15909.01-15909.08

15909.01. (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. (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
must state:
(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 the date of its
formation;
(3) the address of the foreign limited partnership's designated
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 name and 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;
(5) the name and address of each of the foreign limited
partnership's general partners; and
(6) 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
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. (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. 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. (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. Upon 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 and 90 days or less
after the original filing.

15909.06. 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 signed and
acknowledged by the general partner amending the statement.

15909.07. (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 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. The Attorney General may maintain an action to restrain a
foreign limited partnership from transacting business in this state
in violation of this article.