Name

(a) A foreign limited partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership. (b) Except as provided in subsection (c) of this Code section, whenever a foreign limited partnership is unable to obtain a certificate of authority to transact business in this state because its name does not comply with any part of Code Section 14-9-102, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the state where it is organized. If in the judgment of the Secretary of State the name of the limited partnership with such addition would comply with Code Section 14-9-102, said Code section shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued 1043 14-9-904 CORPORATIONS & PARTNERSHIPS 14-9-904 to such foreign limited partnership shall be issued in its name with such additions, and the limited partnership shall use such name with such additions in all its dealings with the Secretary of State and in the conduct of its affairs in this state. (c) Whenever the name of a foreign limited partnership that was organized prior to July 1 of the year in which this chapter becomes effective and that on such date is transacting business in this state does not comply with any part of Code Section 14-9-102, such foreign limited partnership may nonetheless apply for authority to transact business in this state and Code Section 14-9-102 shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state; provided, however, in any such case such foreign limited partnership shall be distinguished on the records of the Secretary of State by the Secretary of State’s adding to the name of such foreign limited partnership on its records in parentheses the name of the state in which it was organized and, if necessary to distinguish multiple partnerships having such characteristics and making such application that were organized in the same state, by adding a numerical distinction to the state name. Such addition of a state name and numerical distinction to the name of a foreign limited partnership by the Secretary of State shall be solely for the purpose of distinguishing limited partnerships on the files of the Secretary of State, shall not constitute a change in the name of the foreign limited partnership, and shall have no effect whatsoever on the authority of the foreign limited partnership to use its name. (Code 1981, § 14-9-904, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section governs the name under which a foreign limited partnership may apply for a certificate of authority. Prior Georgia Law There is no provision under prior Georgia law for foreign limited partnerships. Comparison With Official RULPA Subsection (a) is similar to the official version of this section, but has been revised from the official version to clarify that a foreign limited partnership is subject to the same rules regarding name as a domestic limited partnership (see Section 14-9-102). Subsections (b) and (c) have been added to the official version to parallel the rules as to name availability that apply to domestic limited partnerships. Cross-References Duty to obtain certificate of authority: § 14-9-902. 1044 14-9-905 14-9-905. Change of name or state of organization; foreign limited partnership converting to foreign limited liability company or foreign corporation. (a) A foreign limited partnership authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes its name or its state of organization. The requirements of Code Sections 14-9-902 and 14-9-903 for obtaining an original certificate of authority shall apply to obtaining an amended certificate under this Code section. (b) If a foreign limited partnership authorized to transact business in this state converts into a foreign limited liability company: (1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly. (c) If a foreign limited partnership authorized to transact business in this state converts into a foreign corporation: (1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of 1045 14-9-905 CORPORATIONS & PARTNERSHIPS 14-9-906 authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly. (Code 1981, § 14-9-905, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2006, p. 825, § 23/SB 469.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section requires a foreign limited partnership to obtain an amended certificate of authority under certain circumstances, and provides for the method of obtaining such a certificate. Prior Georgia Law There is no provision under prior Georgia law for foreign limited partnerships. Comparison With Official RULPA This section differs from the official version by requiring an amended certificate only when there has been a change in a name or state of organization and in specifying that the same procedure for obtaining the original certificate applies to amendments. Cross-References Contents of application for certificate of authority: § 14-9-902. Issuance of certificate of authority by Secretary of State: § 14-9-903. 14-9-906. Certificate of withdrawal.