Section 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;
    (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.