§ 59-902. Registration. - North Carolina Statutes

§ 59‑902.  Registration.

(a)        Before transactingbusiness in this State, a foreign limited partnership shall procure acertificate of authority to transact business in this State from the Secretaryof State. No foreign limited partnership shall be entitled to transact in thisState any business which a limited partnership organized under this Article isnot permitted to transact. In order to register, a foreign limited partnershipshall deliver to the Secretary of State an application for registration as a foreignlimited partnership, signed by a general partner and setting forth:

(1)        The name of theforeign limited partnership and, if different, the name under which it proposesto register and transact business in this State;

(2)        The jurisdiction anddate of its formation;

(3)        The date offormation and the period of duration;

(4)        The street address,and the mailing address if different from the street address, of the principaloffice of the foreign limited partnership, and the county in which theprincipal office is located;

(5)        The street address,and the mailing address if different from the street address,  of theregistered office of the foreign limited partnership in this State, the countyin which the registered office is located, adn the name of its proposedregistered agent in this State;

(6)        If the certificateof limited partnership filed in the foreign limited partnership's state oforganization is not required to include the names and addresses of thepartners, a list of the names and addresses or, at the election of the foreignlimited partnership, a list of the names and addresses of the general partnersand the address, including county and city or town, and street and number, ofthe office at which is kept a list of the names and addresses of the limitedpartners and their capital contributions, together with an undertaking by theforeign limited partnership to keep such records until such foreign limitedpartnership's registration in this State is cancelled;

(7)        A statement that inconsideration of the issuance of a certificate of authority to transactbusiness in this State, the foreign limited partnership appoints the Secretaryof State of North Carolina as the agent to receive service of process, notice,or demand, whenever the foreign limited partnership fails to appoint ormaintain a registered agent in this State or whenever any such registered agentcannot with reasonable diligence be found at the registered office;

(8)        The names andaddresses including county and city or town, and street and number, if any, ofall of the general partners;

(8a)      Whether the foreignlimited partnership is a foreign limited liability partnership; and

(9)        The effective dateand time of the registration if it is not to be effective at the time of filingof the application.

(b)        Without excludingother activities which shall not constitute transacting business in this State,a foreign limited partnership shall not be considered to be transactingbusiness in this State, for the purpose of this Article, by reason of carryingon in this State any one or more of the following activities:

(1)        Maintaining ordefending any action or suit or any administrative or arbitration proceeding,or effecting the settlement thereof or the settlement of claims or disputes;

(2)        Holding meetings ofits partners or carrying on other activities concerning its internal affairs;

(3)        Maintaining bankaccounts or borrowing money in this State, with or without security, even ifsuch borrowings are repeated and continuous transactions;

(4)        Maintaining officesor agencies for the transfer, exchange, and registration of its securities, orappointing and maintaining trustees or depositaries with relation to itssecurities;

(5)        Soliciting orprocuring orders, whether by mail or through employees or agents or otherwise,where such orders require acceptance without this State before becoming bindingcontracts;

(6)        Making or investingin loans with or without security including servicing of mortgages or deeds oftrust through independent agencies within the State, the conducting offoreclosure proceedings and sale, the acquiring of property at foreclosure saleand the management and rental of such property for a reasonable time whileliquidating its investment, provided no office or agency therefor is maintainedin this State;

(7)        Taking security foror collecting debts due to it or enforcing any rights in property securing thesame;

(8)        Transacting businessin interstate commerce; and

(9)        Conducting anisolated transaction completed within a period of six months and not in thecourse of a number of repeated transactions of like nature.

(c)        Each foreignlimited partnership authorized to transact business in this State must maintaina registered agent as required by Article 4 of Chapter 55D of the General Statutesand is subject to service on the Secretary of State under that Article.

(d)        through (e)Repealed by Session Laws 2001‑358, s. 50(b). (1985 (Reg. Sess., 1986), c.989, s. 2; 1987, c. 531, s. 8.1; 2000‑140, s. 55; 2001‑358, s.50(c); 2001‑387, ss. 134, 159, 173, 175(a); 2001‑413, s. 6; 2001‑487,s. 62(y).)