Foreign Limited Partnership Registration in Indiana

Under IC 23-16-1-6, a foreign limited partnership is one formed outside Indiana (or in another country) that has at least one general partner and at least one limited partner. The Uniform Business Organizations Code, which sets the registration rules, covers limited partnerships along with corporations, LLPs and LLCs, and it calls a registered out-of-state partnership a "registered foreign entity."

Your partnership agreement and the home state's law still decide how partners relate to each other and what a limited partner can lose (IC 23-0.5-5-1). Registration grants no powers that an Indiana limited partnership would lack. The office that handles the filing is the Secretary of State's Business Services Division.

IC 23-0.5-5-2 makes registration a precondition of doing business here. The code supplies no definition. It does give a non-exclusive list of activities that fall outside the phrase, and eleven of its twelve items can apply to a partnership (the twelfth is nonprofit-only):

• Defending, pursuing or settling a lawsuit, mediation or arbitration
• Partner meetings and other housekeeping
• Keeping accounts at financial institutions
• Maintaining a registrar or transfer agency for the partnership's own interests
• Selling through independent contractors
• Accepting orders that become contracts only when approved outside the state
• Lending money or taking mortgages and other security interests
• Collecting debts, enforcing collateral and caring for what is recovered
• A single transaction finished inside 30 days that is not one of many similar ones
• Owning property, without more
• Interstate commerce

Real estate partnerships

Many limited partnerships exist to hold rental buildings or land, so item ten matters most. Indiana's chapter has no separate rule that makes income-producing real estate a trigger, and plain ownership is on the safe list. If a building is all the partnership has in Indiana, ownership alone leaves it outside the registration rule. Adding a local office, employees, or regular sales or services here moves the analysis the other way.

A partner does not do business in Indiana merely by being a partner in a partnership that does (5-5(b)). The list also says nothing about taxation or being served with process, which other Indiana laws handle. If the facts are borderline, ask an Indiana attorney.

Article II is where the partnership ticks "Limited Partnership" and states where and when it was formed. Online through INBiz the state's fee is $105; the printed paper fee is $125, mailed to Room E-018 at 302 West Washington Street in Indianapolis. INBiz may add a payment-processing charge that is not part of the state fee.

Indiana's statement is brief. It asks for:

• The partnership's name, as it exists at home, or an alternate name for Indiana if the name is unavailable
• The place and date of formation
• A street address, or the remote-business box with State Form 900382 if everyone works from a partner's residence
• The registered agent, plus a box confirming the agent agreed
• A signature under penalties of perjury

The form does not ask you to list the general partners or to attach the partnership agreement.

Indiana makes this a hard requirement. The form's cover sheet tells the filer to enclose a certificate of existence no more than sixty days old, signed off by the home-state authority. The statute (IC 23-0.5-5-3(10)) accepts that certificate or a similar record, authenticated by whoever has custody of the partnership's records where it was organized.

Indiana's help center says the document is commonly called a certificate of good standing. The home state's filing office both issues the certificate and prices it, and the partnership places the order. Because the 60 days run back from the day you file, order it late in the process rather than early. Amending the Indiana registration later calls for another current certificate.

A name qualifies in Indiana if it can be told apart, in the Secretary of State's index, from Indiana entities on file, foreign entities already registered, and any reserved or assumed names (IC 23-0.5-3-1). Entity-type words such as "L.P." or "Limited Partnership" are ignored when names are compared. If the partnership's name is taken, it substitutes an Indiana-only name and files under that (5-6).

Agent for service

A registered foreign partnership must keep an Indiana registered agent at all times (IC 23-0.5-4-1). The code allows an individual, a general partnership, a filing entity organized in Indiana or a registered foreign entity, so a company qualifies. The agent's address must be a street address in Indiana. A P.O. box is refused, according to the state's FAQ, which also says the partnership cannot be its own agent. If you hire a commercial agent, the form names it without any address. Replacing the agent later uses State Form 56367, which carries no state fee.

Indiana's periodic filing is the Business Entity Report, biennial rather than yearly, with the first due two years after you register. For a limited partnership it covers the agent's details and the principal office street address. The fee is $32 on INBiz or $50 on paper. Indiana's pages state that no late fee applies, yet a registered foreign business that never reports is revoked after reminders and notices. A revoked partnership has to obtain a tax clearance before it can reinstate.

• Amendments. Changes to the name, the home jurisdiction, the address or the agent must be reported under IC 23-0.5-5-4. The state's forms index shows the amendment form (State Form 56365) under other entity types but not under limited partnerships, so ask the Business Services Division which form to use. Expect $30 on paper and $20 filed electronically.
• Leaving. The partnership withdraws on State Form 56374 for $30 on paper or $20 electronically, which cancels the agent's authority and supplies an address for later service.
• Taxes. Registering is separate from any Indiana tax account.

The statute's answer is narrower than most partners expect.

• Courts. The partnership cannot pursue its own claims in Indiana courts before registering.
• Contracts. Its contracts and acts are not undone, and defending a claim remains open to it.
• Liability. Partners do not lose any liability limit solely because the partnership ran without registering.
• Penalty. A civil penalty is possible, capped at $10,000 and enforced by the attorney general.
• Injunction. The attorney general may petition a court to halt the partnership's Indiana operations.

There is no late fee and no back-fee charge in the Indiana chapter.

Mainstay Filing's foreign qualification checkout handles LLCs and for-profit corporations only, so a limited partnership's own representative files Form 56369. Mainstay Filing's offer to a partnership is its Indiana registered agent for $149 a year, the same flat rate at every renewal. That agent's Indiana address is what goes on the application and the public record.

When a summons or other legal paper lands with the agent, a scan is posted for you that business day, free. Scanning of the first three official mailings in a year is also free. A partnership already registered with a different agent can have Mainstay Filing file the change, and Indiana charges nothing for it. Mainstay Filing does not practice law. The Indiana registered agent page gives the full picture.