Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.
- (1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in Indiana.
- (2) The state, territory, possession, foreign country, or other jurisdiction where the limited partnership was organized, the date of its formation and a statement signed by a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization.
- (3) The nature of the business or purpose to be promoted in Indiana.
- (4) The name and address of the registered agent for service of process required under section 4 of this chapter.
- (5) The name and business address, residence address, or mailing address of each general partner.
- (6) The date on which the foreign limited partnership first transacted, or intends to transact, business in Indiana.
- (7) The address of the office at which is kept a list of the names and addresses of the limited partners and the capital contributions of each, together with a statement by the foreign limited partnership that it will keep those records until the foreign limited partnership's registration in Indiana is canceled.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):
- (1) Maintaining, defending, or settling any proceeding.
- (2) Holding meetings of the partners or carrying on other activities concerning internal partnership affairs.
- (3) Maintaining bank accounts.
- (4) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositaries with respect to those securities.
- (5) Selling through independent contractors.
- (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside Indiana before they become contracts.
- (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
- (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
- (9) Owning, without more, real or personal property.
- (10) Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) of a course of repeated transactions of a like nature.
- (11) Transacting business in interstate commerce.
- (c) Service of legal process upon any foreign limited partnership shall be made as provided in IC 23-16-2-3 , except the secretary of state is the agent for service of process for a foreign limited partnership transacting business in Indiana without registration.
Sec. 2. (a) Before transacting business in Indiana, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership must submit to the secretary of state an original copy executed by a general partner of an application for registration as a foreign limited partnership, signed and sworn to under penalties for perjury by a general partner. The application must set forth the following:
As added by P.L.147-1988, SEC.1. Amended by P.L.226-1989, SEC.25; P.L.119-2015, SEC.44.