Registering a Foreign Limited Partnership in New York

New York treats a limited partnership as foreign if some other jurisdiction's law brought it into being. That law continues to control the partnership's organization, internal affairs and the exposure of its limited partners (PTR 121-901). New York's question is a different one: may this partnership do business here? The answer comes through an application for authority under section 121-902 of the Revised Limited Partnership Act.

The Department of State's Division of Corporations in Albany files it. The Department publishes form DOS-1387-f-a, though the statute lets you draft your own, and the Department recommends that an attorney guide the preparation.

Section 121-902(a) says a foreign limited partnership must apply before doing business in New York. It does not define doing business. Subdivision (b) lists four activities that fall outside the filing duty, in wording that leaves room for others:

• Being a party to a proceeding of any type, and settling it or the claims behind it
• Meetings of the partners, general or limited
• Bank accounts
• An office or agency used only to transfer, exchange and register partnership interests, or depositaries for those interests

Subdivision (c) warns that the list does not fix the standard for serving process on a partnership under this article or other New York law.

Rental property and the gray zone

Nothing on the list mentions owning or leasing real estate, running an office, or hiring staff, so none of those is expressly excused. The Department of State will not say what amounts to doing business. Its published opinion of counsel points to contacts that are local, permanent, continuous and regular, and asks whether the activity is vital to the entity's business or merely incidental. Because the question is fact-specific, a partnership with a New York property or office should get a lawyer's view.

The fee is $200, payable to the Department of State by check, money order or card. The package is mailed to the Albany address, and the Department's materials mention no online option. Rush handling is optional: $25 gets a 24-hour turnaround, $75 same-day service, and $150 a two-hour one. A general partner signs. The application states:

• The partnership's name, or a fictitious name when its true name is not acceptable (the fictitious name must contain "Limited Partnership" or "L.P.")
• The jurisdiction and date of organization
• The New York county in which its office will be located, with no physical office required
• The Secretary of State named to receive process, plus a mailing address and an optional email address for notices
• An optional registered agent
• The home-jurisdiction office it is required to maintain or, absent such a requirement, its principal office
• The names and business or residence addresses of all general partners
• A statement that the partnership exists at home, and the home filing officer's name and address

New York wants a document from the home filing office. Section 121-902(a)(i) calls for a certificate of existence. Where the home state issues none, the partnership files a certified copy of its restated limited partnership certificate, or of the original certificate with all amendments. A foreign-language document comes with a sworn translation.

Per the Department's form, three kinds of document work: existence, good standing or status certificates, each issued by the official who maintains limited partnership records at home. Whatever name and formation date the application shows has to be an exact copy of the certificate's. Nobody states how recent the certificate must be, in the form or the statute, so read the current form notes before you order. The partnership requests it from home, where the cost is whatever that state charges.

This step is specific to limited partnerships, LLPs and LLCs in New York, and corporations do not have it. The partnership has 120 days from the filing to run a copy of its application, or a notice of it, once a week for six weeks in a pair of papers covering the county of its New York office. One is a weekly and one a daily, and the county clerk picks both. Proof then goes to the Department of State: a certificate of publication with the newspapers' affidavits attached.

The notice carries the partnership's name, the filing date, where and when it was organized, the county, the Secretary of State designation and process address, any registered agent, the home office address, the home filing officer, and the character of the business. If proof is not on file by day 120, the partnership's authority to transact business in New York is suspended. The suspension does not touch its contracts or its right to defend, and a later filing of proof annuls it. Newspaper charges are set by the papers, not the state.

The Secretary of State is the partnership's agent for service of process in every case (PTR 121-104). The application cannot be filed without that designation. A registered agent is a separate, optional layer: section 121-105 lets the partnership designate one, and the choice is a natural person who lives or keeps a business address in New York, or else a domestic or authorized foreign corporation.

Because the list names corporations and leaves out LLCs, it is worth asking Mainstay support whether its agent qualifies before you order. The statute says nothing about office hours. A registered agent can resign by filing a certificate with the Department.

The Revised Limited Partnership Act sections on foreign partnerships set no annual or biennial report, and the Department's biennial statement page covers business corporations and LLCs. What the partnership does have to watch is its filing. Changes to the application, such as a different county, process address or registered agent, go in by certificate, and a name change at home must be followed by an amendment filed within 90 days (PTR 121-903).

To leave, the partnership files a certificate of surrender of authority (PTR 121-905). After that, process on obligations the partnership took on in New York before surrendering still goes through the Secretary of State.

Section 121-907 states the consequences. A foreign limited partnership transacting without authority cannot start or keep up an action, suit or special proceeding in New York's courts before receiving a certificate of authority. The deals it signed stay enforceable, and it may answer a suit filed against it. A limited partner also does not become a general partner just because of the lapse.

On top of that, operating without authority designates the Secretary of State as the person served with claims from its New York activity, and 121-908 directs the attorney general to bring an action against a partnership acting in violation of the article. The sections name no per-day fine.

Mainstay's qualification checkout does not take limited partnerships; its scope is LLCs plus for-profit corporations. The partnership, or its attorney, therefore files the New York application and handles the publication. What Mainstay offers is the optional registered agent: $149 a year, flat at renewal. List the agent's New York address in the application, and expect the state to publish it.

When a summons is delivered to the agent, you can open a scan in your login that same day, and it costs nothing. Official letters are scanned free as well, up to three a year. Where a different agent is registered now, Mainstay files the replacement and passes on the state's fee unmarked. Details are on the New York registered agent page. Mainstay does not practice law.