Section 10-9B-902

Registration.

(1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall:

(a) Submit to the Secretary of State, in duplicate, on forms furnished by the Secretary of State, an application for registration as a foreign limited partnership, signed by a general partner and setting forth:

(i) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

(ii) The state and date of its formation and the identity and address of the public office in said state where its certificate of limited partnership (or equivalent document) and all amendments thereto are on file;

(iii) An 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 business entity, or a foreign business entity having a place of business in, and authorized to do business in, this state;

(iv) A statement that the foreign limited partnership consents to service of process on it by registered mail addressed to the foreign limited partnership at the office required to be maintained in the state of its organization by the laws of that state or, if not so required, at the principal office of such partnership, if the agent so appointed under paragraph (iii) cannot be found and served with the exercise of reasonable diligence;

(v) The 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;

(vi) The name and business address of each general partner; and

(vii) The 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partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.

(b) Pay a fee in the amount of seventy-five dollars ($75) for filing the certificate of limited partnership, processing the application for registration as a foreign limited partnership and issuing the certificate of registration to transact business in this state.

(2) The execution by a general partner of an application for registration as a foreign limited partnership, or the execution of a certificate of change or amendment to such an application under Section 10-9B-905 hereof, constitutes an affirmation that the facts therein are true in all material respects under penalties for perjury in the third degree (false swearing) prescribed by Section 13A-10-103 or its successor.

(3) A limited partnership shall not be deemed to be transacting business in this state for the purposes of this section solely by reason of offers or sales of interests in such partnership in this state.

(Act 97-921, 1st Ex. Sess., p. 335, § 1.)