Foreign Limited Partnership Registration in South Carolina

If a limited partnership was created under any other jurisdiction's law, South Carolina treats it as foreign. Chapter 42 of Title 33 handles these partnerships in its article on foreign limited partnerships, and the word it uses is registration. The Secretary of State accepts the application, files a duplicate original and issues a certificate of registration once the fees are paid.

Registering does not rewrite the partnership. Under section 33-42-1610 the home law keeps governing the partnership's organization, internal affairs and limited-partner liability, and the state may not deny registration just because the home law differs. A registered foreign partnership may transact any business a South Carolina limited partnership could carry on.

Section 33-42-1620 requires registration ahead of transacting business, a phrase the chapter leaves undefined. Section 33-42-1690 lists activities that do not make a partnership a transactor, without excluding others:

• Taking part in, maintaining or defending a judicial, administrative or arbitration proceeding, and settling it
• Partner or committee meetings and other internal matters
• Having bank accounts
• Offices or agencies for transferring its securities, or appointed trustees
• Taking on debt, or lending, and acquiring mortgages or other liens on property of any kind
• Recovering debts and enforcing rights against the collateral
• A transaction in interstate or foreign commerce
• Owning or controlling a corporation that is incorporated or does business in South Carolina
• One isolated transaction finished inside one hundred and eighty days, outside a series of repeated ones
• Selling through independent contractors
• Soliciting orders that are binding only after acceptance outside South Carolina
• Merely holding an interest in an LLC organized or operating in South Carolina

What is not on the list

Owning property in South Carolina does not appear, so the statute neither exempts it nor treats it as a trigger. A partnership whose main connection to the state is real estate it holds should weigh that carefully and speak to a South Carolina attorney. Subsection (b) of that section adds that the list does not govern when a partnership can be served, sued, taxed or regulated, so other laws can still reach a partnership that never had to register.

The application is Form F0019, titled Application for Registration of Foreign Limited Partnership (revised October 2018). The filing fee is $10; the statute charges the same amount for any document filed under the chapter. File it through Business Entities Online, which the Secretary of State says speeds processing and lets you fix errors before acceptance, or send it to the Corporate Filings unit at 1205 Pendleton Street in Columbia, enclosing a stamped return envelope for the filed copy. The statute describes the application as submitted in duplicate and signed and sworn to by a general partner.

What the application states

• Its legal name, and the name it will use for business in the state
• The date and state of its formation
• The name, street address and signed consent of its registered agent in South Carolina
• A clause naming the Secretary of State as fallback agent for service when no agent is in place or the agent cannot be found
• The home office or principal office address
• The names and mailing addresses of the general partners
• The office holding the limited partner list and capital contributions, plus a promise to keep the records there until registration ends

By registering, the partnership accepts the jurisdiction of the Department of Revenue and the state courts for determining its South Carolina tax liability, including withholding and estimated taxes. The statute adds that registration is not an admission of tax liability.

The form requires one. Instruction 2 asks for an original certificate of existence from the domestic state, not older than 30 days. The text of section 33-42-1620 does not list a certificate among the application's contents, so the requirement comes from the Secretary of State's form, which is what the office applies. The Secretary of State also flags a missing or stale certificate as a leading reason foreign applications are rejected.

Ask the home filing office for it; that office sets the price. Wait to place the order until everything else is assembled, because the clock starts on the certificate's own date.

Section 33-42-1620 describes an agent for service of process whom the partnership elects to appoint. The eligible agents are a resident of South Carolina, a domestic corporation, and a corporation from elsewhere with an office in the state and permission to operate in it. LLCs go unmentioned, so check with Mainstay Filing support on eligibility before ordering an agent for a partnership. If the partnership has no agent, revokes the appointment, or has an agent who cannot be located with reasonable diligence, the Secretary of State receives service in its place.

The registration can use any name a South Carolina limited partnership could take, even one that differs from the home name. Doing business under a name other than the one on the certificate of registration brings section 33-42-45 into play.

A statement that was false when made, or facts that have since changed, obliges the partnership to file a prompt corrective certificate under oath by a general partner (section 33-42-1650). The forms list offers an Amendment to Registration of a Foreign Limited Partnership for $10. A change of registered agent or of the agent's address is filed on a notice form for $10.

The Secretary of State's forms list shows no annual report or renewal for a foreign limited partnership, in contrast to foreign LLPs. Tax obligations are the Department of Revenue's and are the partnership's own to track.

Cancellation

A partnership that stops doing business here can cancel its registration with a certificate of cancellation, signed and sworn to by a general partner. The fee is $10. Cancelling leaves the Secretary of State able to accept process on claims that arose from business done here.

Sections 33-42-1670 and 33-42-1680 set out the consequences, and no fine or daily amount is among them.

• A foreign limited partnership transacting business in South Carolina cannot maintain an action, suit or proceeding in a state court until it registers.
• Contracts and acts stay valid, and defending itself in court remains open to it.
• Unregistered business does not by itself make a limited partner liable as a general partner.
• A partnership that operates unregistered is treated as naming the Secretary of State to be served on any claim arising from that business.
• The Attorney General may bring an action restraining a partnership from transacting business contrary to the chapter.

Limited partnerships cannot go through the foreign qualification checkout at Mainstay Filing, which covers LLCs and for-profit corporations only. Its Form F0019 goes in through the partnership or its attorney. The agent is what Mainstay Filing sells: $149 a year, unchanged at renewal.

The agent address you list is public, and with Mainstay Filing it is a Mainstay Filing address. If process is served there, a scan reaches your online account on that business day at no cost, and each of the first three official mailings of the year is scanned without charge as well. When another agent is on file, Mainstay Filing submits the replacement, and the state's $10 charge is billed at cost. The South Carolina registered agent page describes the service. Mainstay Filing provides no legal advice.