Foreign Corporations and Partnerships

YSC, Title 23. Corporations, Partnerships & Associations

Chapter 12: Foreign

Corporations and Partnerships

§1201. Foreign corporation declaration.

§1202. Foreign non-profit corporation declaration.

§1203. Annual exhibit.

§1204. Foreign general partnership registration and annual statement.

§1205. Foreign limited partnership registration and annual statement.

§1206. Amendment of declaration or registration statement.

§1207. When declaration or registration not acceptable.

§1208. Registered agent.

§1209. Activities not constituting doing business in the State.

§1210. Powers and liabilities.

§1211. Withdrawal procedure.

§1212. Personal liability.

§1213. Cancellation of registration.

§1201. Foreign corporation declaration.

Every corporation for profit organized under the laws of any other jurisdiction which undertakes to do or transact business in this State shall file with the Registrar of Corporations:

(a) A declaration sworn to on oath by two authorized officers of the corporation stating:

(1) The name of the corporation;

(2) The jurisdiction wherein it was incorporated;

(3) The address of its principal office;

(4) The address of its proposed branch office or offices in the State;

(5) The names and addresses of its officers and directors;

(6) The amount of its paid up capital stock;

(7) The total value of the property owned and used by it in its business;

(8) The nature and total value of the property to be acquired by it for use in the State within the following twelve months;

(9) The total dollar amount of business transacted by it during its preceding fiscal year;

(10) The nature of the business to be transacted in the State; and

(11) The name and business address of the person residing within the State upon whom legal notice and process from the Courts of the State, or notices from officials of the State, may be served.

(b) A copy of the articles of incorporation as amended to the date of the declaration;

(c) A certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation executed by the official of such jurisdiction who has custody of the records pertaining to corporations, and dated not earlier than thirty days prior to the filing of the declaration. If such certificate is in a foreign language, a translation of the certificate into English shall be attached.

Source: YSL 2-51 §103, modified.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provisions on the State Court and Judiciary are found in Title 4 of this Code.

§ 1202. Foreign non-profit corporation declaration.

Any corporation organized without capital stock under the laws of any other jurisdiction for any lawful purpose except the carrying on of a business, trade, avocation or profession for profit which undertakes to do or transact business in this State shall file with the Registrar of Corporations:

(a) A declaration sworn to on oath by two authorized officers of the corporation stating:

(1) The name of the corporation;

(2) The jurisdiction wherein it was incorporated;

(3) The address of its principal office;

(4) The address of its proposed branch office or offices in the State;

(5) The purpose or purposes for which the corporation is organized, and the nature of what it intends to do in the State;

(6) The name and business address of the person residing within the State upon whom legal process from the courts of the State, or notices from officials of the State, may be served;

(7) That the corporation is not organized for profit and that it will not issue any stock, and no part of its assets, income, or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the corporation.

(b) A copy of the articles of incorporation as amended to the date of the declaration;

(c) A certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation executed by the official of such jurisdiction who has custody of the records pertaining to corporations, and dated not earlier than thirty days prior to the filing of the declaration. If such certificate is in a foreign language, a translation of the certificate into English shall be attached.

Source: YSL 2-51 §104, modified.

§1203. Annual exhibit.

Every foreign corporation registered under this division shall annually file with the Registrar a full and accurate exhibit of its affairs on or before March 31 of each year, as of December 31 of the preceding year. The exhibit shall be certified as correct by an officer of the corporation.

Source: YSL 2-51 §105, modified.

§1204. Foreign general partnership registration and annual statement.

Any general partnership formed under the laws of any other jurisdiction doing business in this State shall file a registration and annual statement as provided in section 1001, of this division.

Source: YSL 2-51 §106, modified.

Cross-reference: Section 1001 of chapter 10 of this division is on registration and annual statements of general partnerships. Chapter 10 of this division is on general partnerships.

§1205. Foreign limited partnership registration and annual statement.

(a) Every limited partnership formed under the laws of any other jurisdiction which undertakes to do or carry on business in the State, shall file with the Registrar of Corporations a registration statement within 30 days after it commences to do business in the State. Every such registration statement shall contain the following information:

(1) The name of the limited partnership;

(2) The name and residence of each partner, whether general or limited;

(3) The nature of the limited partnership business;

(4) The location of the principal place of business of the limited partnership in the State;

(5) The name of the jurisdiction where the limited partnership was formed and the location of the principal place of business of the limited partnership;

(6) The date the limited partnership was formed and the date it commenced doing business in the State;

(7) The fact that none of the partners is either a minor or an incompetent person;

(8) The name and business address of the person residing within the State upon whom legal process from the courts of the State or notices from officials of the State, may be served;

(9) An attached certified copy of the certificate of limited partnership and a certificate of good standing from the jurisdiction under which the limited partnership was formed, executed by the official of such jurisdiction who has custody or the records pertaining to limited partnerships. If such certificate is in a foreign language, a translation of the certificate into English shall be attached.

(b) The registration statement shall be certified as correct by at least one general partner.

(c) An annual statement shall be filed on or before March 31 of each year, as of December 31 of the preceding year. Every such annual statement shall list the names of any general and limited partner admitted, withdrawn, or who has died during the year, and shall indicate any changes from the information provided in the registration statement or any previous annual statement. Each annual statement shall be certified as correct by any general partner.

Source: YSL 2-51 §107.

Cross-reference: The statutory provisions on limited partnerships are found in chapter 11 of this division. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provisions on the State Court and Judiciary are found in Title 4 of this Code.

§1206. Amendment of declaration or registration statement.

Whenever there is a material change to any information provided in a declaration or registration statement filed pursuant to sections 1201, 1202, or 1205 of this division, the organization filing said declaration or statement shall within thirty days of the material change file a certificate of amendment clearly setting forth the new information or change.

Source: YSL 2-51 §108, modified.

Cross-reference: Section 1201 of this chapter is on foreign corporation declaration. Section 1202 of this chapter is on foreign non-profit corporation declaration.

§1207. When declaration or registration not acceptable.

(a) No declaration filed by a foreign corporation or registration filed by a foreign limited partnership shall be accepted by the Registrar if the name of such organization is the same as the name of any corporation or partnership, whether general or limited, domestic or foreign, previously qualified to do business under the laws of the State, or so nearly similar thereto as to lead to confusion and uncertainty.

(b) No declaration of a foreign corporation for profit filed pursuant to section 1201 of this division shall be accepted by the Registrar if the paid in capital as shown on the declaration is less than $1,000.00.

Source: YSL 2-51 §109, modified.

Cross-reference: Section 1201 of this chapter is on foreign corporation declaration. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§1208. Registered agent.

Every foreign corporation and partnership registered to do business in this State shall have and continuously maintain in this State an agent for service of process and notice. In case of death, withdrawal, or other change of agent, the corporation or partnership shall provide notice to the Registrar of the change indicating the name and address of the newly designated agent. All designations of agent shall be accompanied by acknowledgment of an authorized officer of the corporation or partnership.

Source: YSL 2-51 §110.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§1209. Activities not constituting doing business in the State.

(a) Without excluding other activities which may not constitute doing or carrying on business in the State, a foreign corporation or partnership shall not be considered to be doing or carrying on business in the State for the purposes of this division by reason of the following activities:

(1) Effecting sales through independent contractors;

(2) Soliciting or procuring orders whether by mail or through employees or agents or otherwise where the orders require acceptance without the State before becoming binding contracts;

(3) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

(b) A foreign corporation or partnership engaging solely in the above activities while in State need not file a declaration or registration.

Source: YSL 2-51 §111, modified.

Cross-reference: The statutory provisions on Business and Professions are found in Title 22 of this Code.

§1210. Powers and liabilities.

Every foreign corporation or partnership whose declaration or registration is accepted by the Registrar shall have the same powers and privileges and be subject to the same disabilities as are conferred by law on domestic corporations and partnerships, subject to any preferences expressly provided by law to domestic corporations and partnerships.

Source: YSL 2-51 §112.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§1211. Withdrawal procedure.

(a) Any foreign corporation or partnership which has qualified to transact business in this State may withdraw and surrender its right to do business within this State by securing from the Registrar of Corporations a certificate of withdrawal. The certificate of withdrawal may be obtained by filing with the Registrar:

(1) For a corporation, a certificate executed and acknowledged by its president or vice-president, and for a partnership, a certificate executed by any general partner, setting forth:

(A) That it surrenders its authority to transact business in this State;

(B) That it irrevocably consents that process against it in any action or suit upon any liability or obligation incurred within this State before the issuance of the certificate of withdrawal may be served upon the Registrar and that service of process upon the Registrar shall be deemed sufficient service upon it;

(C) A post office address to which the Registrar may mail a copy of any process against the corporation or partnership that may be so served upon him;

(2) Satisfactory proof that, within sixty days prior to the filing, the corporation or partnership has advertised in the local media at least once in each of four successive weeks, a notice to all creditors that it intends to apply for a certificate of withdrawal from and surrender its right to do business in the State, and notifying all creditors to present their claims;

(3) Satisfactory proof that not less than fifteen days have elapsed since last publication of the notice;

(4) Satisfactory proof that all creditors of the corporation or partnership residing or located within the State have been paid or have reached an agreement on payment taking into account the intended departure; and

(5) A valid certificate or certificates showing that all of the taxes, imports, license fees, and assessments theretofore levied upon, due or payable by the corporation or partnership to the State have been fully paid and discharged.

(b) Upon the filing with and the approval by the Registrar of the above certificates and proofs, the Registrar shall issue to the corporation or partnership a certificate stating that it has withdrawn and surrendered its right to engage in business in the State.

Source: YSL 2-51 §113.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§1212. Personal liability.

Any corporation or partnership which neglects or fails to comply with any provision of this division shall be subject to a fine imposed by the Registrar in an amount not more than $5,000.00 for each failure. This fine shall be in addition to any other liability imposed by the law. Any person who signs and acknowledges or certifies as correct any statement or certificate filed pursuant to this division, knowing the same to be false in any material particular, shall be individually liable for all the debts of the partnership or corporation, as the case may be, in addition to all other civil or criminal penalties which may be imposed.

Source: YSL 2-51 §114, modified.

Commission Comment: References in YSL 2-51 to "part" have been changed to division.

§1213. Cancellation of registration.

If any corporation or partnership fails or neglects for a period of two years to file any annual statement as required by this division, the Registrar may cancel the registration of such corporation or partnership. Said cancellation shall not relieve the corporation or partnership, or their officers, directors, or general partners, of liability for the penalties for the failure to file.

Source: YSL 2-51 §115, modified.

	YSC, Title 23. Corporations, Partnerships & Associations
	Chapter 12: Foreign Corporations and Partnerships §1201. Foreign corporation declaration. §1202. Foreign non-profit corporation declaration. §1203. Annual exhibit. §1204. Foreign general partnership registration and annual statement. §1205. Foreign limited partnership registration and annual statement. §1206. Amendment of declaration or registration statement. §1207. When declaration or registration not acceptable. §1208. Registered agent. §1209. Activities not constituting doing business in the State. §1210. Powers and liabilities. §1211. Withdrawal procedure. §1212. Personal liability. §1213. Cancellation of registration. §1201. Foreign corporation declaration. Every corporation for profit organized under the laws of any other jurisdiction which undertakes to do or transact business in this State shall file with the Registrar of Corporations: (a) A declaration sworn to on oath by two authorized officers of the corporation stating: (1) The name of the corporation; (2) The jurisdiction wherein it was incorporated; (3) The address of its principal office; (4) The address of its proposed branch office or offices in the State; (5) The names and addresses of its officers and directors; (6) The amount of its paid up capital stock; (7) The total value of the property owned and used by it in its business; (8) The nature and total value of the property to be acquired by it for use in the State within the following twelve months; (9) The total dollar amount of business transacted by it during its preceding fiscal year; (10) The nature of the business to be transacted in the State; and (11) The name and business address of the person residing within the State upon whom legal notice and process from the Courts of the State, or notices from officials of the State, may be served. (b) A copy of the articles of incorporation as amended to the date of the declaration; (c) A certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation executed by the official of such jurisdiction who has custody of the records pertaining to corporations, and dated not earlier than thirty days prior to the filing of the declaration. If such certificate is in a foreign language, a translation of the certificate into English shall be attached. Source: YSL 2-51 §103, modified. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provisions on the State Court and Judiciary are found in Title 4 of this Code. § 1202. Foreign non-profit corporation declaration. Any corporation organized without capital stock under the laws of any other jurisdiction for any lawful purpose except the carrying on of a business, trade, avocation or profession for profit which undertakes to do or transact business in this State shall file with the Registrar of Corporations: (a) A declaration sworn to on oath by two authorized officers of the corporation stating: (1) The name of the corporation; (2) The jurisdiction wherein it was incorporated; (3) The address of its principal office; (4) The address of its proposed branch office or offices in the State; (5) The purpose or purposes for which the corporation is organized, and the nature of what it intends to do in the State; (6) The name and business address of the person residing within the State upon whom legal process from the courts of the State, or notices from officials of the State, may be served; (7) That the corporation is not organized for profit and that it will not issue any stock, and no part of its assets, income, or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the corporation. (b) A copy of the articles of incorporation as amended to the date of the declaration; (c) A certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation executed by the official of such jurisdiction who has custody of the records pertaining to corporations, and dated not earlier than thirty days prior to the filing of the declaration. If such certificate is in a foreign language, a translation of the certificate into English shall be attached. Source: YSL 2-51 §104, modified. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provisions on the State Court and Judiciary are found in Title 4 of this Code. §1203. Annual exhibit. Every foreign corporation registered under this division shall annually file with the Registrar a full and accurate exhibit of its affairs on or before March 31 of each year, as of December 31 of the preceding year. The exhibit shall be certified as correct by an officer of the corporation. Source: YSL 2-51 §105, modified. §1204. Foreign general partnership registration and annual statement. Any general partnership formed under the laws of any other jurisdiction doing business in this State shall file a registration and annual statement as provided in section 1001, of this division. Source: YSL 2-51 §106, modified. Cross-reference: Section 1001 of chapter 10 of this division is on registration and annual statements of general partnerships. Chapter 10 of this division is on general partnerships. §1205. Foreign limited partnership registration and annual statement. (a) Every limited partnership formed under the laws of any other jurisdiction which undertakes to do or carry on business in the State, shall file with the Registrar of Corporations a registration statement within 30 days after it commences to do business in the State. Every such registration statement shall contain the following information: (1) The name of the limited partnership; (2) The name and residence of each partner, whether general or limited; (3) The nature of the limited partnership business; (4) The location of the principal place of business of the limited partnership in the State; (5) The name of the jurisdiction where the limited partnership was formed and the location of the principal place of business of the limited partnership; (6) The date the limited partnership was formed and the date it commenced doing business in the State; (7) The fact that none of the partners is either a minor or an incompetent person; (8) The name and business address of the person residing within the State upon whom legal process from the courts of the State or notices from officials of the State, may be served; (9) An attached certified copy of the certificate of limited partnership and a certificate of good standing from the jurisdiction under which the limited partnership was formed, executed by the official of such jurisdiction who has custody or the records pertaining to limited partnerships. If such certificate is in a foreign language, a translation of the certificate into English shall be attached. (b) The registration statement shall be certified as correct by at least one general partner. (c) An annual statement shall be filed on or before March 31 of each year, as of December 31 of the preceding year. Every such annual statement shall list the names of any general and limited partner admitted, withdrawn, or who has died during the year, and shall indicate any changes from the information provided in the registration statement or any previous annual statement. Each annual statement shall be certified as correct by any general partner. Source: YSL 2-51 §107. Cross-reference: The statutory provisions on limited partnerships are found in chapter 11 of this division. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provisions on the State Court and Judiciary are found in Title 4 of this Code. §1206. Amendment of declaration or registration statement. Whenever there is a material change to any information provided in a declaration or registration statement filed pursuant to sections 1201, 1202, or 1205 of this division, the organization filing said declaration or statement shall within thirty days of the material change file a certificate of amendment clearly setting forth the new information or change. Source: YSL 2-51 §108, modified. Cross-reference: Section 1201 of this chapter is on foreign corporation declaration. Section 1202 of this chapter is on foreign non-profit corporation declaration. §1207. When declaration or registration not acceptable. (a) No declaration filed by a foreign corporation or registration filed by a foreign limited partnership shall be accepted by the Registrar if the name of such organization is the same as the name of any corporation or partnership, whether general or limited, domestic or foreign, previously qualified to do business under the laws of the State, or so nearly similar thereto as to lead to confusion and uncertainty. (b) No declaration of a foreign corporation for profit filed pursuant to section 1201 of this division shall be accepted by the Registrar if the paid in capital as shown on the declaration is less than $1,000.00. Source: YSL 2-51 §109, modified. Cross-reference: Section 1201 of this chapter is on foreign corporation declaration. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §1208. Registered agent. Every foreign corporation and partnership registered to do business in this State shall have and continuously maintain in this State an agent for service of process and notice. In case of death, withdrawal, or other change of agent, the corporation or partnership shall provide notice to the Registrar of the change indicating the name and address of the newly designated agent. All designations of agent shall be accompanied by acknowledgment of an authorized officer of the corporation or partnership. Source: YSL 2-51 §110. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §1209. Activities not constituting doing business in the State. (a) Without excluding other activities which may not constitute doing or carrying on business in the State, a foreign corporation or partnership shall not be considered to be doing or carrying on business in the State for the purposes of this division by reason of the following activities: (1) Effecting sales through independent contractors; (2) Soliciting or procuring orders whether by mail or through employees or agents or otherwise where the orders require acceptance without the State before becoming binding contracts; (3) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature. (b) A foreign corporation or partnership engaging solely in the above activities while in State need not file a declaration or registration. Source: YSL 2-51 §111, modified. Cross-reference: The statutory provisions on Business and Professions are found in Title 22 of this Code. §1210. Powers and liabilities. Every foreign corporation or partnership whose declaration or registration is accepted by the Registrar shall have the same powers and privileges and be subject to the same disabilities as are conferred by law on domestic corporations and partnerships, subject to any preferences expressly provided by law to domestic corporations and partnerships. Source: YSL 2-51 §112. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §1211. Withdrawal procedure. (a) Any foreign corporation or partnership which has qualified to transact business in this State may withdraw and surrender its right to do business within this State by securing from the Registrar of Corporations a certificate of withdrawal. The certificate of withdrawal may be obtained by filing with the Registrar: (1) For a corporation, a certificate executed and acknowledged by its president or vice-president, and for a partnership, a certificate executed by any general partner, setting forth: (A) That it surrenders its authority to transact business in this State; (B) That it irrevocably consents that process against it in any action or suit upon any liability or obligation incurred within this State before the issuance of the certificate of withdrawal may be served upon the Registrar and that service of process upon the Registrar shall be deemed sufficient service upon it; (C) A post office address to which the Registrar may mail a copy of any process against the corporation or partnership that may be so served upon him; (2) Satisfactory proof that, within sixty days prior to the filing, the corporation or partnership has advertised in the local media at least once in each of four successive weeks, a notice to all creditors that it intends to apply for a certificate of withdrawal from and surrender its right to do business in the State, and notifying all creditors to present their claims; (3) Satisfactory proof that not less than fifteen days have elapsed since last publication of the notice; (4) Satisfactory proof that all creditors of the corporation or partnership residing or located within the State have been paid or have reached an agreement on payment taking into account the intended departure; and (5) A valid certificate or certificates showing that all of the taxes, imports, license fees, and assessments theretofore levied upon, due or payable by the corporation or partnership to the State have been fully paid and discharged. (b) Upon the filing with and the approval by the Registrar of the above certificates and proofs, the Registrar shall issue to the corporation or partnership a certificate stating that it has withdrawn and surrendered its right to engage in business in the State. Source: YSL 2-51 §113. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §1212. Personal liability. Any corporation or partnership which neglects or fails to comply with any provision of this division shall be subject to a fine imposed by the Registrar in an amount not more than $5,000.00 for each failure. This fine shall be in addition to any other liability imposed by the law. Any person who signs and acknowledges or certifies as correct any statement or certificate filed pursuant to this division, knowing the same to be false in any material particular, shall be individually liable for all the debts of the partnership or corporation, as the case may be, in addition to all other civil or criminal penalties which may be imposed. Source: YSL 2-51 §114, modified. Commission Comment: References in YSL 2-51 to "part" have been changed to division. §1213. Cancellation of registration. If any corporation or partnership fails or neglects for a period of two years to file any annual statement as required by this division, the Registrar may cancel the registration of such corporation or partnership. Said cancellation shall not relieve the corporation or partnership, or their officers, directors, or general partners, of liability for the penalties for the failure to file. Source: YSL 2-51 §115, modified.