RS 9:3421     

  

CHAPTER 2.  QUALIFICATION OF FOREIGN PARTNERSHIPS

§3421.  Foreign partnership; definition

A foreign partnership is a partnership formed under the laws of any state of the United States, country, territory, possession, province, or commonwealth, other than the state of Louisiana.

Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981.

Louisiana Laws - Louisiana State Legislature
      RS 9:3422     

  

§3422. Registration

            A.(1) For a foreign partnership to enjoy the rights, privileges and juridical status of a Louisiana partnership, it must file for registry with the secretary of state in the Central Registry for Contracts of Partnership created by R.S. 9:3401 a statement containing all of the following information:

            (a) The name and taxpayer identification number of the partnership.

            (b) The jurisdiction of its formation.

            (c) The designation of an agent for service of process within this state, including his name and municipal address.

            (d) The name and municipal address of at least one of its general partners who gives consent under R.S. 9:3424.

            (e) The municipal address of its principal place of business outside of this state.

            (f) The municipal address of its principal place of business in this state. If the partnership does not have a principal place of business in this state, then the location at the municipal address of the agent for service of process is deemed to be the partnership's principal place of business in this state.

            (g) If the partnership intends to own immovable property in Louisiana in the partnership name.

            (h) If any of the partners are to have limited liability recognized in Louisiana.

            (i) An affidavit executed by a general partner who certifies the correctness of the information and that he has the authority to make the certification.

            (2) The secretary of state may prescribe and furnish forms for filing the statement of registry.

            (3) The failure to include the taxpayer identification number of the partnership shall not invalidate nor cause the secretary of state to reject the contract.

            (4) The articles of partnership shall not be filed with the registration statement; however, by registering the partnership, the partnership agrees to furnish a true copy of its articles of partnership to the secretary of state within thirty days of his written request.

            B. If material information contained in the statement was inaccurate when made or if the facts described have changed making the statement inaccurate in any material respect, the foreign partnership shall promptly file with the secretary of state an amended or supplemental statement correcting the inaccurate information.

            C. Repealed by Acts 1986, No. 338, §2.

            Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981; Acts 1986, No. 338, §§1, 2; Acts 1990, No. 745, §1; Acts 2019, No. 19, §1, eff. May 28, 2019.

Louisiana Laws - Louisiana State Legislature
      RS 9:3423     

  

§3423.  Ownership of immovable property; limitation of liability

To own immovable property in this state or to have the limited liability of any partners of a limited partnership recognized, a foreign partnership must be registered in accordance with R.S. 9:3422.

Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981; Acts 1987, No. 479, §1, eff. July 9, 1987.

{{NOTE: SEE ACTS 1987, NO. 479, §2.}}

Louisiana Laws - Louisiana State Legislature
      RS 9:3424     

  

§3424.  Service of process

A.  A foreign partnership registered in accordance with R.S. 9:3422 and the general partner who certified the documents as required by R.S. 9:3422 consent to be served with process in this state through the designated agent for service of process for any purpose permitted by law.

B.  Failure to maintain a designated agent for service of process shall constitute appointment of the secretary of state of this state as the designated agent for service of process.  Upon receipt of service of process the secretary of state shall ascertain the domiciliary post office address of the foreign partnership, and shall send the original papers served to the foreign partnership by registered or certified mail, or by commercial courier as defined in R.S. 13:3204(D), when the person to be served is located outside of this state.  The secretary of state shall retain in his office true copies of these papers, on which he shall note the date, the manner and other particulars of the service, and of the disposition made of the original papers.

Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981; Acts 1987, No. 479, §1, eff. July 9, 1987; Acts 1999, No. 395, §1; Acts 2012, No. 544, §1.

{{NOTE: SEE ACTS 1987, NO. 479, §2.}}

Louisiana Laws - Louisiana State Legislature
      RS 9:3425     

  

§3425.  Effect of registry

The organization, internal affairs, and liability of limited partners of a foreign partnership that is duly registered under this Chapter shall be governed by the laws of the state under which it is organized.  A foreign partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981; Acts 1995, No. 847, §2, eff. June 27, 1995.

Louisiana Laws - Louisiana State Legislature
      RS 9:3426     

  

§3426.  Amendment of statement

A foreign partnership duly registered under this Chapter shall amend its filings in this state to reflect changes in its certificate of partnership by complying with R.S. 9:3422(A).  Until the registration form is filed for registry, such changes or amendments shall not be effective as to third persons.

Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981; Acts 1986, No. 340, §1.

Louisiana Laws - Louisiana State Legislature
      RS 9:3427     

  

§3427. Termination

            A duly registered foreign partnership may terminate its registration by written notification to the secretary of state by a person who certifies that he is a partner of the partnership and has the authority to terminate the registration. The secretary of state may prescribe and furnish forms for filing the termination.

            Added by Acts 1980, No. 152, §1, eff. Jan. 1, 1981; Acts 2019, No. 19, §1, eff. May 28, 2019.

Louisiana Laws - Louisiana State Legislature
      RS 9:3428     

  

§3428. Annual report

            A. Each year on or before the anniversary date of registration with the secretary of state, a partner shall make and sign in the partnership name a report to the secretary of state, stating:

            (1) The municipal address of its principal place of business outside of this state.

            (2) The name and municipal address, which shall not be a post office box only, of the agent for service of process within this state.

            (3) The name and municipal address of the partner who has the authority of the partnership to make this report.

            (4) The taxpayer identification number of the partnership.

            B. The secretary of state may prescribe and furnish forms for filing the annual report.

            C. Any foreign partnership registered with the secretary of state prior to August 15, 1997, shall file an annual report on the next anniversary date of registration.

            D. The provisions of this Section shall not apply to a partnership which does not have a written agreement.

            Acts 1997, No. 989, §1; Acts 2019, No. 19, §1, eff. May 28, 2019.