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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XV REGULATION OF TRADE
  • CHAPTER 109 LIMITED PARTNERSHIP
  • Section 49 Registration of foreign limited partnership

Section 49. A foreign limited partnership shall be considered to be doing business in the commonwealth for the purposes of this section if it would be considered to be doing business in the commonwealth for the purpose of section 15.01 of subdivision A of Part 15 of chapter 156D if it were a foreign corporation. Every foreign limited partnership doing business in the commonwealth shall submit to the secretary of state, within ten days after it commences doing business in the commonwealth, an application for registration as a foreign limited partnership, which shall be signed and sworn to by the general partner. The application shall be in such form as the secretary of state shall require, and shall be accompanied by a certificate of legal existence of the foreign limited partnership, issued by an officer or agency properly authorized in the jurisdiction in which the foreign limited partnership is organized, or such other evidence of legal existence as the secretary of state shall approve. If the certificate or such evidence is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.

The application for registration shall set forth the following information:—

(1) the name of the foreign limited partnership and, if different, the name under which it proposes to do business in the commonwealth;

(2) the jurisdiction where such partnership was organized and the date of its organization;

(3) the general character of the business it proposes to do in the commonwealth;

(4) the business address of its principal office;

(5) the names, business addresses and residence addresses of its general partners;

(6) the business address of its principal office in the commonwealth, if any;

(7) the name and business address of its resident agent and the agent’s written consent, either on the certificate or attached to it, to his appointment as agent; and

(8) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in the commonwealth is cancelled.

If the foreign limited partnership’s certificate of partnership from its jurisdiction of organization sets forth any part of the information required to be set forth in the application for registration in the commonwealth, the foreign limited partnership may submit a certified copy of such certificate, with a sworn translation, if necessary, in lieu of such part of the application for registration.