TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 8. Partnerships, 14-8-1 through 14-8-64.

ARTICLE 3 CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES

14-8-45. Certificate of authority requirement for foreign limited liability partnerships; contents of application for certificate; activities not constituting transacting business in state.

1. A foreign limited liability partnership transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to procure a certificate of authority to transact business in this state, a foreign limited liability partnership shall submit to the Secretary of State an application for a certificate of authority as a foreign limited liability partnership, signed by a person duly authorized to sign such instruments by the laws of the jurisdiction under which the foreign limited liability partnership is organized, setting forth:
   1. The name of the foreign limited liability partnership and, if different, the name under which it proposes to qualify and transact business in this state;
   2. The name of the jurisdiction under whose laws it is organized;
   3. Its date of organization and period of duration;
   4. The street address and county of its registered office in this state and the name of its registered agent at that office;
   5. A statement that the Secretary of State is appointed the agent of the foreign limited liability partnership for service of process if no agent has been appointed under subsection (a) of Code Section 14-8-46 or, if appointed, the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence;
   6. The address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required, its principal office;
   7. The address of the office at which is kept a list of the names and addresses of its partners, together with an undertaking by it to keep those records until its registration in this state is canceled or revoked; and
   8. The name and a business address of a partner who has substantial responsibility for managing its business activities.
2. Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability partnership shall not be considered to be transacting business in this state, for the purpose of qualification under this chapter, solely by reason of carrying on in this state any one or more of the following activities:
   1. Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
   2. Holding meetings of its partners or carrying on other activities concerning its internal affairs;
   3. Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust partnership, or stock or bond brokerage accounts;
   4. Maintaining offices or agencies for the transfer, exchange, and registration of partnership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;
   5. Effecting sales through independent contractors;
   6. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside this state before becoming binding contracts and where such contracts do not involve any local performance other than delivery and installation;
   7. Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property or recording the same;
   8. Securing or collecting debts or enforcing any rights in property securing the same;
   9. Effecting transactions in interstate or foreign commerce;
   10. Owning or controlling another entity organized under the laws of, or transacting business within, this state;
   11. Conducting an isolated transaction not in the course of a number of repeated transactions of like nature; or
   12. Serving as trustee, executor, administrator, or guardian or, in like fiduciary capacity, where permitted so to serve by the laws of this state.
3. The list of activities in subsection (b) of this Code section is not exhaustive.
4. This Code section shall not be deemed to establish a standard for activities that may subject a foreign limited liability partnership to taxation or to service of process under any of the laws of this state.

(Code 1981, §14-8-45, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 470, § 9.)