§ 7-12-59 - Applicability to foreign and interstate commerce.
SECTION 7-12-59
§ 7-12-59 Applicability to foreign andinterstate commerce. – (a) A partnership, including a registered limited liability partnership, formedand existing pursuant to an agreement governed by this chapter may conduct itsbusiness, carry on its operations and have and exercise the powers granted bythis chapter in any state, territory, district or possession of the UnitedStates or in any foreign country.
(b) It is the intent of the general assembly that the legalexistence of partnerships, including registered limited liability partnerships,formed in this state are recognized outside the boundaries of this state andthat, subject to any reasonable requirement of registration, a partnership,including a registered limited liability partnership, formed pursuant to anagreement governed by this chapter and transacting business outside this stateis granted the protection of full faith and credit under the Constitution ofthe United States.
(c) The liability of partners in a partnership, includingregistered limited liability partnerships, formed and existing pursuant to anagreement governed by this chapter for the debts and obligations of thepartnership, is at all times determined exclusively by the laws of this state.
(d) Before transacting business in this state, a foreignregistered limited liability partnership shall comply with any statutory oradministrative registration or filing requirements governing the specific typeof business in which the partnership is engaged, and file a notice with thesecretary of state, on any forms that the Secretary provides, stating:
(1) The name of the partnership;
(2) The jurisdiction, the laws of which govern itspartnership agreement and under which it is registered as a limited liabilitypartnership;
(3) The address of its principal office;
(4) If the partnership's principal office is not located inthis state;
(5) The address of a registered office and the name andaddress of a registered agent for service of process in this state which thepartnership shall be required to maintain;
(6) The names and addresses of all resident partners in thisstate;
(7) A brief statement of the business in which thepartnership engages;
(8) Any other information that the partnership determines toinclude,
(9) A statement that the partnership is a registered limitedliability partnership. The notice shall be accompanied by a fee of one thousanddollars ($1,000). The notice is effective for two (2) years from the date offiling, provided it is in compliance with § 7-12-56, after which time thepartnership shall file a new notice. The filing of the notice with thesecretary 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 liabilitypartnership doing business in this state shall contain the words "RegisteredLimited Liability Partnership" or "L.L.P." or "LLP", or any other similar wordsor abbreviation as are required or authorized by the laws of the state wherethe partnership is registered, as the last words or letters of its name.
(f) The internal affairs of foreign registered limitedliability partnerships, including the liability of partners for debts,obligations and liabilities of or chargeable to the partnership or anotherpartner or partners, are subject to and governed by the laws of thejurisdiction in which the foreign registered limited liability partnership isregistered.