(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this state.
(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
History: L. 1998, ch. 93, § 58; Jan. 1, 1999.
(1) The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose laws it is formed and ends with "registered limited liability partnership," "limited liability partnership," "R.L.L.P.," "L.L.P.," "RLLP" or "LLP;"
(2) the street address of the partnership's principal office and, if different, the street address of an office in this state, if any;
(3) if there is no office in this state, the name and street address of the partnership's agent for service of process who must be an individual resident of this state or any other person authorized to do business in this state; and
(4) a deferred effective date, if any.
(b) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (d) of K.S.A. 56a-105 or revoked pursuant to K.S.A. 56a-1201 [56a-1202].
(c) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
History: L. 1998, ch. 93, § 59; Jan. 1, 1999.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(c) Limitations on personal liability of partners are not waived solely by transacting business in this state without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to claims for relief arising out of the transaction of business in this state. Service of process shall be made in the manner prescribed by K.S.A. 60-304 and amendments thereto.
History: L. 1998, ch. 93, § 60; Jan. 1, 1999.
(1) Maintaining, defending or settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages or security interests in real or personal property;
(8) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and
(10) transacting business in interstate commerce.
(b) For purposes of K.S.A. 56a-1101 through 56a-1105, the ownership in this state of income producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation or regulation under any other law of this state.
History: L. 1998, ch. 93, § 61; Jan. 1, 1999.
History: L. 1998, ch. 93, § 62; Jan. 1, 1999.