2007 California Corporations Code Article 9. Foreign Limited Partnerships

CA Codes (corp:15691-15699)

15691.  Subject to Section 15694, (a) the laws of the state or
country under which a foreign limited partnership is organized govern
its organization and internal affairs and the liability of its
limited partners, and (b) a foreign limited partnership may not be
denied registration by reason of any difference between those laws
and the laws of this state.



15692.  Before transacting intrastate business in this state, a
foreign limited partnership shall register with the Secretary of
State.  In order to register, a foreign limited partnership shall
submit to the Secretary of State an application for registration as a
foreign limited partnership, signed and acknowledged by a general
partner on a form prescribed by the Secretary of State and setting
forth all of the following:
   (a) The name of the foreign limited partnership and, if different,
the name under which it proposes to register and transact business
in this state.
   (b) The state or country and date of its formation and a statement
that the foreign limited partnership is authorized to exercise its
powers and privileges in such state or country of formation.
   (c) The name and address of an agent for service of process on the
foreign limited partnership meeting the qualifications specified in
paragraph (1) of subdivision (d) of Section 15627.
   (d) A statement that the Secretary of State is appointed the agent
of the foreign limited partnership for service of process if the
agent has resigned and has not been replaced or if the agent cannot
be found or served with the exercise of reasonable diligence.
   (e) The address of the principal executive office of the foreign
limited partnership and of its principal office in this state, if
any.
   (f) The names and business or residence addresses of the general
partners.
   (g) 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.
   (h) The Secretary of State shall include with instructional
materials, provided in conjunction with registering as a foreign
limited partnership, a notice that registration under this section
will obligate the limited partnership to pay an annual tax for that
taxable year to the Franchise Tax Board pursuant to Section 17935 of
the Revenue and Taxation Code.  That notice shall be updated annually
to specify the dollar amount of the annual tax.



15693.  If the Secretary of State finds that an application for
registration conforms to law and all requisite fees have been paid,
the Secretary of State shall issue a certificate of registration to
transact intrastate business in this state.  However, no certificate
of registration shall be issued for a foreign limited partnership to
transact intrastate business in this state under a name which falls
within the prohibitions of subdivision (c) of Section 15612.



15694.  If the limited partners of a foreign limited partnership
residing in this state represent 25 percent or more of the interests
of limited partners of that partnership, those limited partners shall
be entitled to all information and rights provided in Section 15634.



15695.  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 file in the office of the Secretary of State an amendment to
the application for registration, signed and acknowledged by a
general partner, amending the statement.



15696.  A foreign limited partnership may cancel its registration by
filing with the Secretary of State a certificate of cancellation
signed and acknowledged  by a general partner.  A cancellation does
not terminate the authority of the Secretary of State to accept
service of process on the foreign limited partnership with respect to
causes of action arising out of the transaction of business in this
state.



15697.  (a) A foreign limited partnership transacting intrastate
business in this state may not maintain any action, suit, or
proceeding in any court of this  state until it has registered in
this state.
   (b) Any foreign limited partnership which transacts intrastate
business in this state without registration is subject to a penalty
of twenty dollars () for each day that such unauthorized
intrastate business is transacted, up to a maximum of ten thousand
dollars (,000).  An action to recover such penalty may be brought,
and any recovery shall be paid, as provided in Section 2258.
   (c) The failure of a foreign limited partnership to register in
this state does not impair the validity of any contract or act of the
foreign limited partnership or prevent the foreign limited
partnership from defending any action, suit, or proceeding in any
court of this state.
   (d) A limited partner of a foreign limited partnership is not
liable as a general partner of the foreign limited partnership solely
by reason of its having transacted intrastate business in this state
without registration.
   (e) A foreign limited partnership, transacting intrastate business
in this state without registration, appoints the Secretary of State
as its agent for service of process with respect to causes of action
arising out of the transaction of  business in this state.




15698.  The Attorney General may bring an action to restrain a
foreign limited partnership from transacting intrastate business in
this state in violation of this article.



15699.  No foreign lending institution organized as a foreign
limited partnership and the activities of which in this state are
limited as provided in subdivision (d) of Section 191 and which has
on file the statement provided for in Section 2104 shall be required
to register with the Secretary of State as may otherwise be provided
in Section 15692.