Foreign Limited Partnership Information
Statement of Change of Resident Agent/Office
Statement of Change of Resident Office by Resident Agent
Statement of Resignation of Resident Agent
Application for Reinstatement of Authority to Transact Business
A foreign limited partnership doing business in the Commonwealth must file an application for registration with the Corporations Division. The application must contain 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 organization;
3. the general character of business it will conduct in the Commonwealth;
4. the business address of its principal office;
5. the name, business address and residence of its general partners;
6. the business address of its principal office in the Commonwealth, if any; and
7. the name and street address of its resident agent and the resident agent's consent either on the certificate or attached thereto.
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.
Please note the name under which the partnership proposes to do business in Massachusetts must contain without abbreviation the words "limited partnership" and can not be the same as, or deceptively similar to that of a corporation or limited partnership on file in this office.
The application for registration is in effect a statement of a general partner- it must be signed and sworn to by a general partner. An original signature is required. If the general partner is a foreign corporation or foreign limited partnership, it must register with this office under the appropriate statute. A foreign corporation or a foreign limited partnership which will serve exclusively as a limited partner is not required to register with this office.
Also, the filing party may submit a certified copy of the limited partnership on file in its home state in lieu of an application only if the certificate contains the information required to be set forth in the application (see1-8 above). The certified copy should be accompanied by a cover letter which states that the certified copy contains all the information required by M.G.L. Chapter 109, s.49. This cover letter must be signed and sworn to by a general partner (original signatures required).
M.G.L. Chapter 109, s.49 also states that the application "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." As many states do not issue legals for limited partnerships the office will accept a certified copy of the certificate of limited partnership or a signed and sworn statement of an officer of the filing agency in the home state which states that the certificate of limited partnership was filed in that state on a particular date.
In summary, a registration will usually require the filing of two separate documents:
1. the application (general partner's statement) listing the information required by M.G.L. Chapter 109, s.49 (1)-(7);
2. evidence of the legal existence of the limited partnership from the home state.
Effective July 1, 2008 every foreign limited partnership registered to do business in the Commonwealth must file an annual report with the Corporations Division on or before the anniversary date of the filing of its registration to do business in the Commonwealth. The report shall contain all information required to be included in the registration and any other matters the authorized person determines to include thereon. The report shall be signed by at least one general partner and be accompanied by the appropriate fee. The fee for filing an annual report is four hundred fifty dollars ($450.00) if filed electronically, five hundred dollars ($500.00) if filed by paper or facsimile. (Added by St.2008 c. 182)
A foreign limited partnership may change its resident agent or the street address of the resident agent by filing a Certificate of Statement of Change of Resident Agent/Resident Office.
A resident agent may change the street address of the resident office for any foreign limited partnership for which he is resident agent by filing a Statement of Change of Resident Office. G.L. Chapter 109 §§ 4A and 52.
The resident agent may resign by filing a statement of resignation with the Corporations Division. A copy of the resignation must also be furnished to the foreign limited partnership.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts included have changed, the foreign limited partnership shall file a certificate correcting or amending the statement. The corrected or amended certificate must be signed and sworn to by a general partner in accordance with M.G.L. Chapter 109, s. 53.
In the case of an amendment to a foreign registration, a confusing situation may occur. For instance, a California limited partnership may have filed three amendments in California before registering to do business in Massachusetts. Therefore, the fourth amendment to the California limited partnership would be the first amendment to the Massachusetts registration. The amended registration should state this fact.
In certain cases, the limited partnership may wish to cease doing business in the Commonwealth without canceling in its home state. M.G.L. Chapter109, s.54 requires the limited partnership file a certificate of withdrawal with the Corporations Division. The information to be set forth in the certificate is as follows:
1. the name of the foreign limited partnership and, if different, the name under which it is registered and doing business in the Commonwealth;
2. the business address of its principal office;
3. the business address of its office in the Commonwealth, if any, and the name and business address of its resident agent;
4. that the foreign limited partnership is not doing business in the Commonwealth; and
5. that all taxes and fees owed to the Commonwealth have been paid or provided for.
The certificate must be signed and sworn to by a general partner (original signature required.)
If the foreign limited partnership's authority to transact business in the Commonwealth was revoked by the Division, the foreign limited partnership may apply for reinstatement. A limited partnership must file all annual reports owed by it in order to reinstate.