Laws governing

Subject to the Constitution of this state: (1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners regardless of whether the foreign limited partnership procured or should have procured a certificate of authority under this chapter; and (2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between those laws and the laws of this state. (Code 1981, § 14-9-901, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section states the law governing a foreign limited partnership. Prior Georgia Law There is no provision under prior Georgia law for foreign limited partnerships. Comparison With Official RULPA Language has been added to the official version to make it clear that the limited partners of a foreign limited partnership do not lose their limited liability under the law of the state of organization even if the partnership has not complied with Georgia law regulating foreign partnerships. See the Comment to Section 14-9-907. Cross-References Definition of ‘‘foreign limited partnership’’: § 14-9-101(4). Duty of foreign limited partnership to procure certificate of authority: § 14-9-902. Foreign limited partnership transacting business without registration: § 14-9-907. 14-9-902. Certificate of authority; activities not constituting transacting business. (a) A foreign limited partnership transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to procure a certificate of authority to transact business in this state, a foreign limited partnership shall submit to the Secretary of State an application for a certificate of authority as a foreign limited partnership, signed by a general partner setting forth: 1037 14-9-902 CORPORATIONS & PARTNERSHIPS 14-9-902 (1) The name of the foreign limited partnership and, if different, the name under which it proposes to qualify and transact business in this state; (2) The state and date of its formation; (3) The name and address of any qualified agent for service of process on the foreign limited partnership as required to be maintained by Code Section 14-9-902.1; (4) A statement that the Secretary of State is, pursuant to subsection (i) of Code Section 14-9-902.1, appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subsection (a) of Code Section 14-9-902.1 or, if appointed, the agent’s authority has been revoked or the agent cannot be found by the exercise of reasonable diligence or served; (5) 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; (6) The name and business address of each general partner; and (7) The address of the office, if any, 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) 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 purpose of qualification under this chapter, solely by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes; (2) Holding meetings of its partners or carrying on other activities concerning its internal affairs; (3) Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust company, or stock or bond brokerage accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of its partnership interests, or appointing and maintaining trustees or depositaries with relation to its partnership interests; (5) Effecting sales through independent contractors; 1038 14-9-902 (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside this state before becoming binding contracts and where such contracts do not involve any local performance other than delivery and installation; (7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same; (8) Securing or collecting debts or enforcing any rights in property securing the same; (9) Owning, without more, real or personal property; (10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature; (11) Effecting transactions in interstate or foreign commerce; (12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state; or (13) Owning directly or indirectly an interest in or controlling directly or indirectly another person organized under the laws of or transacting business within this state. (c) This Code section shall not be deemed to establish a standard for activities that may subject a foreign limited partnership to taxation or to service of process under any of the laws of this state. (Code 1981, § 14-9-902, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1995, p. 470, § 14; Ga. L. 2006, p. 825, § 22/SB 469.) Editor’s notes. — Ga. L. 2006, p. 825, § 22/SB 469, which amended this Code section, purported to amend the ‘‘introduc- tory language’’ but amended subsection (a). COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section states when and how a foreign limited partnership shall procure a certificate of authority to transact business in this state. Prior Georgia Law See Comment to Section 14-9-901. Comparison With Official RULPA The opening clause of the official version has been deleted to clarify that a foreign partnership may obtain a certificate of authority to transact business in the state even if it has already commenced to transact business in the state and therefore may be in violation of the statute. Subsection (a)(4) has been changed from RULPA to clarify that substituted service is governed by Section 14-9-902.1, and therefore is not conditioned on registration. 1039 14-9-902 CORPORATIONS & PARTNERSHIPS 14-9-902.1 Subsections (b) and (c) are based on O.C.G.A. Section 14-2-310 dealing with foreign corporations. Cross-References Manner of issuance of certificate: § 14-9-903. Amendment of certificate: § 14-9-905. Cancellation of certificate: § 14-9-906.