§ 121-902. Application for authority, contents. (a) Before doing
business in this state, a foreign limited partnership shall apply for
authority to do business in this state by submitting to the department
of state (i) a certificate of existence or, if no such certificate is
issued by the jurisdiction of organization, a certified copy of a
restated certificate of limited partnership and all subsequent
amendments thereto or, if no restated certificate has been filed, a
certified copy of the certificate filed as its organizational basis and
all amendments thereto (if such certificate or certified copy is in a
foreign language, a translation thereof under oath of the translator
shall be attached thereto) and (ii) an application for authority as a
foreign limited partnership entitled "Application for authority of
......... (name of limited partnership) under Section 121-902 of the
Revised Limited Partnership Act," signed by a general partner and
setting forth:

(1) the name of the foreign limited partnership and, if a foreign
limited partnership's name is not acceptable for authorization pursuant
to section 121-102 of this article, the fictitious name under which it
proposes to apply for authority and do business in this state, which
name shall be in compliance with section 121-102 of this article and
shall be used by the foreign limited partnership in all its dealings
with the department of state and in the conduct of its business in this
state. (The provisions of section one hundred thirty of the general
business law shall not apply to any fictitious name filed by a foreign
limited partnership pursuant to this section, and a filing under section
one hundred thirty of the general business law shall not constitute the
adoption of a fictitious name.);

(2) the jurisdiction and date of its organization;

(3) the county within this state in which the office of the limited
partnership is to be located;

(4) a designation of the secretary of state as its agent upon whom
process against it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy of
any process against it served upon him or her. The limited partnership
may include an email address to which the secretary of state shall email
a notice of the fact that process against it has been electronically
served upon him or her;

(5) if it is to have a registered agent, his name and address within
the state and a statement that the registered agent is to be its agent
upon whom process may be served;

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

(7) a list of the names and business or residence addresses of all
general partners;

(8) a statement that the foreign limited partnership is in existence
in the jurisdiction of its organization at the time of the filing of
such application; and

(9) the name and address of the authorized officer in its jurisdiction
of its organization where a copy of its certificate of limited
partnership is filed and, if no public filing of its certificate of
limited partnership is required by the law of its jurisdiction of
organization, a statement that the limited partnership shall provide, on
request, a copy thereof with all amendments thereto (if such documents
are in a foreign language, a translation thereof under oath of the
translator shall be attached thereto), and the name and post office
address of the person responsible for providing such copies.

(b) Without excluding other activities which may not constitute doing
business in this state, a foreign limited partnership shall not be
considered to be doing business in this state for the purposes of this
article, by reason of carrying on in this state any one or more of the
following activities:

(1) maintaining or defending any action or proceeding, whether
judicial, administrative, arbitrative or otherwise, or effecting
settlement thereof or the settlement of claims or disputes;

(2) holding meetings of its partners, general or limited;

(3) maintaining bank accounts; or

(4) maintaining offices or agencies only for the transfer, exchange
and registration of its partnership interests, or appointing and
maintaining depositaries with relation to its partnership interests.

(c) The specification in subdivision (b) of this section does not
establish a standard for activities which may subject a foreign limited
partnership to service of process under this article or any other
statute of this state.

(d)(i) Within one hundred twenty days after the filing of the
application for authority, a copy of the same or a notice containing the
substance thereof shall be published once in each week for six
successive weeks, in two newspapers of the county within this state in
which the office of the foreign limited partnership is located, one
newspaper to be printed weekly and one newspaper to be printed daily, to
be designated by the county clerk. When such county is located within a
city with a population of one million or more, such designation shall be
as though the copy or notice were a notice or advertisement of judicial
proceedings. Proof of the publication required by this paragraph,
consisting of the certificate of publication of the foreign limited
partnership with the affidavits of publication of such newspapers
annexed thereto, must be filed with the department of state.
Notwithstanding any other provision of law, if the office of the foreign
limited partnership is located in a county wherein a weekly or daily
newspaper of the county, or both, has not been so designated by the
county clerk, then the publication herein required shall be made in a
weekly or daily newspaper of any county, or both, as the case may be,
which is contiguous to, such county, provided that any such newspaper
meets all the other requirements of this paragraph. A copy or notice
published in a newspaper other than the newspaper or newspapers
designated by the county clerk shall not be deemed to be one of the
publications required by this subdivision. The notice shall include: (1)
the name of the foreign limited partnership and the fictitious name
under which it applied for authority to do business in this state, if
any; (2) the date of filing of the application for authority with the
department of state; (3) the jurisdiction and date of its organization;
(4) the county within this state in which the office of the foreign
limited partnership is located; (4-a) the street address of the
principal business location, if any; (5) a statement that the secretary
of state has been designated as its agent upon whom process against it
may be served and the post office address within or without this state
to which the secretary of state shall mail a copy of any process against
it served upon him or her; (6) if it has a registered agent, his or her
name and address within the state and a statement that the registered
agent is its agent upon whom process may be served; (7) the address of
the office required to be maintained in the jurisdiction of its
organization by the laws of that jurisdiction or, if not so required, of
the principal office of the foreign limited partnership; (8) a statement
that the list of the names and business or residence addresses of all
general partners is available from the secretary of state; (9) the name
and address of the authorized officer in its jurisdiction of
organization where a copy of its certificate of limited partnership is
filed and, if no public filing of its certificate of limited partnership
is required by the law of its jurisdiction of organization, a statement
that the limited partnership shall provide, on request, a copy thereof
with all amendments thereto (if such documents are in a foreign
language, a translation thereof under oath of the translator shall be
attached thereto), and the name and post office address of the person
responsible for providing such copies; and (10) the character or purpose
of the business of such partnership. Where, at any time after completion
of the first of the six weekly publications required by this paragraph
and prior to the completion of the sixth such weekly publication, there
is a change in any of the information contained in the copy or notice as
published, the foreign limited partnership may complete the remaining
publications of the original copy or notice, and the foreign limited
partnership shall not be required to publish any further or amended copy
or notice. Where, at any time after completion of the six weekly
publications required by this paragraph, there is a change to any of the
information contained in the copy or notice as published, no further or
amended publication or republication shall be required to be made. If
within one hundred twenty days after the filing of application for
authority with the department of state, proof of such publication,
consisting of the certificate of publication of the foreign limited
partnership with the affidavits of publication of the newspapers annexed
thereto has not been filed with the department of state, the authority
of such foreign limited partnership to carry on, conduct or transact any
business in this state shall be suspended, effective as of the
expiration of such one hundred twenty day period. The failure of a
foreign limited partnership to cause such copy or notice to be published
and such certificate of publication and affidavits of publication to be
filed with the department of state within such one hundred twenty day
period or the suspension of such foreign limited partnership's authority
to carry on, conduct or transact business in this state pursuant to this
paragraph shall not limit or impair the validity of any contract or act
of such foreign limited partnership, or any right or remedy of any other
party under or by virtue of any contract, act or omission of such
foreign limited partnership, or the right of any other party to maintain
any action or special proceeding on any such contract, act or omission,
or right of such foreign limited partnership to defend any action or
special proceeding in this state, or result in any partner or agent of
such foreign limited partnership becoming liable for the contractual
obligations or other liabilities of the foreign limited partnership. If,
at any time following the suspension of a foreign limited partnership's
authority to carry on, conduct or transact business in this state
pursuant to this paragraph, such foreign limited partnership shall cause
proof of publication in substantial compliance with the provisions
(other than the one hundred twenty day period) of this paragraph,
consisting of the certificate of publication of the foreign limited
partnership with the affidavits of publication of the newspapers annexed
thereto, to be filed with the department of state, such suspension of
such foreign limited partnership's authority to carry on, conduct or
transact business shall be annulled.

(ii)(1) A foreign limited partnership which was formed and filed its
application for authority with the department of state prior to the
effective date of this paragraph and complied with the publication and
filing requirements of this subdivision as in effect prior to such
effective date shall not be required to make any publication or
republication or any filing under paragraph (i) of this subdivision, and
shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a
foreign limited partnership which was formed and filed its application
for authority with the department of state prior to such effective date
and which did not comply with the publication and filing requirements of
this subdivision as in effect prior to such effective date shall publish
a copy of its application for authority or a notice containing the
substance thereof in the manner required (other than the one hundred
twenty day period) by this subdivision as in effect prior to such
effective date and file proof of such publication, consisting of the
certificate of publication of the foreign limited partnership with the
affidavits of publication of the newspapers annexed thereto, with the
department of state.

(3) If a foreign limited partnership that is subject to the provisions
of subparagraph two of this paragraph fails to file the required proof
of publication with the department of state within twelve months after
the effective date of this paragraph, its authority to carry on, conduct
or transact any business in this state shall be suspended, effective as
of the expiration of such twelve month period.

(4) The failure of a foreign limited partnership that is subject to
the provisions of subparagraph two of this paragraph to fully comply
with the provisions of said subparagraph two or the suspension of such
foreign limited partnership's authority to carry on, conduct or transact
any business in this state pursuant to subparagraph three of this
paragraph shall not impair or limit the validity of any contract or act
of such foreign limited partnership, or any right or remedy of any other
party under or by virtue of any contract, act or omission of such
foreign limited partnership, or the right of any other party to maintain
any action or special proceeding on any such contract, act or omission,
or right of such foreign limited partnership to defend any action or
special proceeding in this state, or result in any partner or agent of
such foreign limited partnership becoming liable for the contractual
obligations or other liabilities of the foreign limited partnership.

(5) If, at any time following the suspension of a foreign limited
partnership's authority to carry on, conduct or transact business in
this state, pursuant to subparagraph three of this paragraph, such
foreign limited partnership shall cause proof of publication in
substantial compliance with the provisions (other than the one hundred
twenty day period) of paragraph (i) of this subdivision, consisting of
the certificate of publication of the foreign limited partnership with
the affidavits of publication of the newspapers annexed thereto, to be
filed with the department of state, such suspension of such foreign
limited partnership's authority to carry on, conduct or transact
business shall be annulled.

(6) For the purposes of this paragraph, a foreign limited partnership
which was formed and filed its application for authority with the
department of state prior to the effective date of this paragraph shall
be deemed to have complied with the publication and filing requirements
of this subdivision as in effect prior to such effective date if (A) the
foreign limited partnership was formed and filed its application for
authority with the department of state on or after January first,
nineteen hundred ninety-nine and prior to such effective date and the
foreign limited partnership filed at least one affidavit of the printer
or publisher of a newspaper with the department of state at any time
prior to such effective date, or (B) the foreign limited partnership was
formed and filed its application for authority with the department of
state prior to January first, nineteen hundred ninety-nine, without
regard to whether the foreign limited partnership did or did not file
any affidavit of the printer or publisher of a newspaper with the
secretary of state.

(iii) The information in a notice published pursuant to this
subdivision shall be presumed to be in compliance with and satisfaction
of the requirements of this subdivision.