CHAPTER 10. FOREIGN LIMITED PARTNERSHIPS
IC 23-16-10
Chapter 10. Foreign Limited Partnerships
IC 23-16-10-1
Law governing
Sec. 1. (a) Subject to the Constitution of the State of Indiana:
(1) the laws of the state or other jurisdiction or country underwhich a foreign limited partnership is organized govern itsorganization and internal affairs and the liability of its limitedpartners; and
(2) a foreign limited partnership may not be denied registrationby reason of any difference between those laws and the laws ofIndiana.
(b) A foreign limited partnership is subject to IC 23-16-2-7.IC 23-16-3-5 and IC 23-16-3-8 apply to foreign limited partnershipsas though they were domestic limited partnerships.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-2
Registration
Sec. 2. (a) Before transacting business in Indiana, a foreignlimited partnership shall register with the secretary of state. In orderto register, a foreign limited partnership must submit to the secretaryof state an original copy executed by a general partner, together witha duplicate copy, of an application for registration as a foreignlimited partnership, signed and sworn to under penalties for perjuryby a general partner. The application must set forth the following:
(1) The name of the foreign limited partnership and, if different,the name under which it proposes to register and transactbusiness in Indiana.
(2) The state, territory, possession, foreign country, or otherjurisdiction where the limited partnership was organized, thedate of its formation and a statement signed by a general partnerthat, as of the date of filing, the foreign limited partnershipvalidly exists as a limited partnership under the laws of thejurisdiction of its organization.
(3) The nature of the business or purpose to be promoted inIndiana.
(4) The name and address of the registered agent for service ofprocess required under section 4 of this chapter.
(5) The name and business address, residence address, ormailing address of each general partner.
(6) The date on which the foreign limited partnership firsttransacted, or intends to transact, business in Indiana.
(7) The address of the office at which is kept a list of the namesand addresses of the limited partners and the capitalcontributions of each, together with a statement by the foreignlimited partnership that it will keep those records until theforeign limited partnership's registration in Indiana is cancelled.
(b) The following activities, among others, do not constitute
transacting business within the meaning of subsection (a):
(1) Maintaining, defending, or settling any proceeding.
(2) Holding meetings of the partners or carrying on otheractivities concerning internal partnership affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange,and registration of the partnership's own securities ormaintaining trustees or depositaries with respect to thosesecurities.
(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, whether by mail or throughemployees or agents or otherwise, if the orders requireacceptance outside Indiana before they become contracts.
(7) Creating or acquiring indebtedness, mortgages, and securityinterests in real or personal property.
(8) Securing or collecting debts or enforcing mortgages andsecurity interests in property securing the debts.
(9) Owning, without more, real or personal property.
(10) Conducting an isolated transaction that is completed withinthirty (30) days and that is not one (1) of a course of repeatedtransactions of a like nature.
(11) Transacting business in interstate commerce.
(c) Service of legal process upon any foreign limited partnershipshall be made as provided in IC 23-16-2-3, except the secretary ofstate is the agent for service of process for a foreign limitedpartnership transacting business in Indiana without registration.
As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989,SEC.25.
IC 23-16-10-3
Issuance of registration
Sec. 3. (a) If the secretary of state finds that an application forregistration conforms to law and all requisite fees have been paid, thesecretary of state shall do the following:
(1) Endorse on the application the word "filed", and the dateand time of the filing. This endorsement is conclusive evidenceof the date and time of its filing in the absence of fraud.
(2) File the original application.
(3) Issue a certificate of registration to transact business inIndiana.
(b) The certificate of registration, together with a copy of theapplication, shall be returned to the person who filed the applicationor to that person's representative.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-4
Name; specified office and agent; change of agent; change ofaddress of business office of agent; resignation of agent
Sec. 4. (a) Except as provided in subsection (b), a foreign limitedpartnership may register with the secretary of state under any name
(whether or not it is the name under which it is registered in thejurisdiction of its organization) that:
(1) includes the words "limited partnership" or the abbreviation"L.P."; and
(2) could be registered by a domestic limited partnership.
(b) A foreign limited partnership may apply to the secretary ofstate to use a name that is not distinguishable upon the secretary ofstate's records from one (1) or more of the names described insubsection (a). The secretary of state shall authorize use of the nameapplied for if:
(1) the other domestic or foreign limited partnership files itswritten consent to the use of its name, signed by any currentgeneral partner of the other limited partnership and verifiedsubject to the penalties for perjury; or
(2) the applicant delivers to the secretary of state a certifiedcopy of a final court judgment establishing the applicant's rightto use the name applied for in Indiana.
(c) Each foreign limited partnership shall have and maintain:
(1) an office, which may be (but need not be) a place of itsbusiness in Indiana; and
(2) a registered agent whose business address is in Indiana forservice of process on the foreign limited partnership, which maybe:
(A) an individual resident of Indiana; or
(B) a domestic corporation or a foreign corporationauthorized to transact business in Indiana.
(d) A foreign limited partnership may change its registered agentby delivering to the secretary of state for filing a statementcontaining the following:
(1) The name of the foreign limited partnership.
(2) The name of its current registered agent.
(3) The name and business address of the new registered agentand the new agent's consent to the appointment (either on thestatement or attached to it).
(e) If a registered agent changes the address of the registeredagent's business office, the registered agent must notify the foreignlimited partnership in writing of the change, and sign and deliver tothe secretary of state for filing a statement that complies with therequirements of subsection (d) and recites that the foreign limitedpartnership has been notified of the change.
(f) A registered agent may resign the agency appointment bysigning and delivering to the secretary of state for filing the signedoriginal and two (2) exact or conformed copies of a statement ofresignation. After filing the statement, the secretary of state shallmail one (1) copy to the partnership at the office referred to insubsection (c)(1). The agency appointment is terminated on thethirty-first day after the date on which the statement was filed.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-5 Service of process on registered agent
Sec. 5. (a) A foreign limited partnership's registered agent is theforeign limited partnership's agent for service of process, notice, ordemand required or permitted by law to be served on the foreignlimited partnership.
(b) This section does not prescribe the only means, or necessarilythe required means, of serving a foreign limited partnership.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-6
Changes in and amendments to statements in application forregistration
Sec. 6. If any statement in the application for registration of aforeign limited partnership was false when made or anyarrangements or other facts described in the application havechanged, making the application false in any respect, the foreignlimited partnership shall, within sixty (60) days after such a change,file in the office of the secretary of state a certificate, signed andsworn to under penalties for perjury by a general partner, correctingthe statement.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-7
Cancellation of registration
Sec. 7. A foreign limited partnership may cancel its registrationby filing with the secretary of state a certificate of cancellationsigned and sworn to under penalties for perjury by a general partner.A cancellation does not terminate the authority of the secretary ofstate to accept service of process on the foreign limited partnershipwith respect to causes of action arising out of the transaction ofbusiness in Indiana.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-8
Transaction of business without registration
Sec. 8. (a) A foreign limited partnership transacting business inIndiana may not maintain any action in any court of Indiana until ithas registered in Indiana under this chapter and paid to the state allfees and penalties for the years during which it did business inIndiana without having registered.
(b) The failure of a foreign limited partnership to register inIndiana does not:
(1) impair the validity of any contract or act of the foreignlimited partnership;
(2) impair the right of any other party to a contract with theforeign limited partnership to maintain any action on thecontract; or
(3) prevent the foreign limited partnership from defending anyaction in any court of Indiana.
(c) A limited partner of a foreign limited partnership is not liable
as a general partner of the foreign limited partnership solely byreason of having transacted business in Indiana without registration.
(d) A foreign limited partnership, by transacting business inIndiana without registration, appoints the secretary of state as itsagent for service of process with respect to causes of action arisingout of the transaction of business in Indiana.
As added by P.L.147-1988, SEC.1.
IC 23-16-10-9
Action by attorney general
Sec. 9. The attorney general may bring an action to restrain aforeign limited partnership from transacting business in Indiana inviolation of this article, and the circuit or superior court in anycounty in which the foreign limited partnership is transactingbusiness without registration may enjoin any foreign limitedpartnership or agent thereof from doing business in Indiana if it hasfailed to register or if its registration has been procured on the basisof false or misleading representations.
As added by P.L.147-1988, SEC.1.