2006 Utah Code - 48-2a-902 — Registration.

     48-2a-902.   Registration.
     (1) Before transacting business in this state, a foreign limited partnership shall register with the division. In order to register, a foreign limited partnership shall submit to the division on forms provided by the division a certificate of good standing or similar evidence of its organization and existence under the laws of the state in which it was formed, together with one original and one copy of an application for registration as a foreign limited partnership, signed under penalty of perjury by a general partner and setting forth:
     (a) the name of the foreign limited partnership and, if that name is not available in this state, the name under which it proposes to register and transact business in this state;
     (b) the state and date of its formation;
     (c) the name and street address of an agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this state, a domestic corporation, or a foreign corporation having a place of business in and authorized to do business in this state;
     (d) a statement that the director of the division is appointed the agent of the foreign limited partnership for service of process if the agent has resigned, the agent's authority has been revoked, or the agent cannot be found or served with the exercise of reasonable diligence;
     (e) the street address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
     (f) the name and business address of each general partner; and
     (g) the street address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.
     (2) Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership shall not be considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
     (a) maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
     (b) holding meetings of its general partners or limited partners or carrying on other activities concerning its internal affairs;
     (c) maintaining bank accounts;
     (d) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
     (e) effecting sales through independent contractors;
     (f) soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts;
     (g) creating evidences of debt, mortgages, or liens on real or personal property;
     (h) securing or collecting debts or enforcing any rights in property securing the same;
     (i) transacting any business in interstate commerce;
     (j) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature; or

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     (k) acquiring, in transactions outside this state or in interstate commerce, of conditional sale contracts or of debts secured by mortgages or liens on real or personal property in this state, collecting or adjusting of principal and interest payments thereon, enforcing or adjusting any rights in property provided for in the conditional sale contracts or securing the debts, taking any actions necessary to preserve and protect the interest of the conditional vendor in the property covered by the conditional sales contracts or the interest of the mortgagee or holder of the lien in the security, or any combination of such transactions.

Amended by Chapter 189, 1991 General Session
Amended by Chapter 5, 1991 General Session