Bill 134

                    Current Status

Bill Number:               134
Ratification Number:       348
Act Number                 306
Introducing Body:          Senate
Subject:                   To provide for the organization and
                           registration of foreign limited partnerships
                           in this state

(A306, R348, S134)

AN ACT TO AMEND SECTION THE CODE OF LAWS OF SOUTH CAROLINA, 1976, BY ADDING SECTIONS 33-43-310 THROUGH 33-43-380, SO AS TO PROVIDE FOR THE ORGANIZATION AND REGISTRATION OF FOREIGN LIMITED PARTNERSHIPS IN THIS STATE.

Be it enacted by the General Assembly of the State of South Carolina:

Foreign limited partnership--organization and registration

Section 1. The 1976 Code is amended by adding:

"Section 33-43-310. (A) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners.

(B) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State; provided, however, a foreign limited partnership may not register in this State unless the state in which it is organized allows registration of a South Carolina limited partnership.

Section 33-43-320. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;

(2) the state and date of its formation;

(3) the general character of the business it proposes to transact in this State;

(4) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in and authorized to do business in this State;

(5) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under paragraph (4) or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

(6) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(7) a list of the names and business addresses of the partners if the certificate of limited partnership filed in the foreign limited partnership's state of organization is not required to include the names and addresses.

Section 33-43-330. (A) If the Secretary of State finds that an application for registration substantially conforms to the provisions of this chapter regarding the formation of a limited partnership and all requisite fees have been paid, he shall:

(1) endorse on the application the word `Filed', and the month, day and year of the filing thereof;

(2) file in his office a duplicate original of the application;

(3) issue a certificate of registration to transact business in this State.

(B) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.

Section 33-43-340. A foreign limited partnership may register 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 includes without abbreviation the words `limited partnership' and that could be registered by a domestic limited partnership.

Section 33-43-350. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.

Section 33-43-360. A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.

Section 33-43-370. (A) A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.

(B) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.

(C) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business n this State without registration.

(D) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.

Section 33-43-380. The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter."

Time effective

Section 2. This act shall take effect upon the approval by the Governor.