IACA – International Association of Commercial Administrators



Topic: Foreign LLP

Question by: Kathy M. Sachs

Jurisdiction: Kansas

Date: April 26, 2016

|Jurisdiction |Question(s) |

| |Looking for help on filing a foreign LLP from the state of Georgia. |

| | |

| |In the state of Georgia LLPs are recorded at the county level. Since they are merely recorded not filed, the county is unable to provide a Certificate of Good Standing. |

| | |

| |I leaning toward accepting certified copy of the LLP document recorded at county in which the LLP was recoded. Is how you handle a Georgia LLP? |

|Manitoba | |

|Corporations Canada | |

|Alabama | |

|Alaska | |

|Arizona | |

|Arkansas | |

|California | |

|Colorado | |

|Connecticut | |

|Delaware | |

|District of Columbia |We have stumbled across the very same case in DC. |

| | |

| |We had to accept certified copy of formation document from county’s court that created this partnership. |

| | |

| |It is kind of strange as GA SOS does not form LLPs but county based courts do. |

|Florida |I am not sure if that has ever occurred here but I believe we would accept the certified copy in lieu of a certificate when such is not available. |

|Georgia | |

|Hawaii |In Hawaii, we also had a Georgia LLP registration, as of 11/21/2014. We accepted a certified copy from the County . |

| |We were instructed that if the filer had the book and page number from the top of their document and the |

| |County where the LLP was registered in, it would be easier to pull the information and certify the document. |

|Idaho | |

|Illinois | |

|Indiana | |

|Iowa | |

|Kansas | |

|Kentucky | |

|Louisiana |Louisiana would also accept a certified copy from the county. |

|Maine |Maine would accept a certified copy of the document by the county – our law includes: “or a document of similar import duly authenticated by the secretary of state or |

| |other official having custody of corporate records in the state or country under whose law it is incorporated” |

|Maryland | |

|Massachusetts |Massachusetts would accept only a certified copy where no good standing or legal existence is available for the entity. |

|Michigan | |

|Minnesota | |

|Mississippi | |

|Missouri | |

|Montana | |

|Nebraska | |

|Nevada | |

|New Hampshire | |

|New Jersey | |

|New Mexico | |

|New York | |

|North Carolina | |

|North Dakota | |

|Ohio |. |

|Oklahoma | |

|Oregon | |

|Pennsylvania | |

|Rhode Island | |

|South Carolina | |

|South Dakota | |

|Tennessee | |

|Texas | |

|Utah | |

|Vermont | |

|Virginia |We also require a certificate of LLP status with a foreign LLP registration, when we can get it. Our procedures include the following: |

| |The Georgia Nuance. |

| |(i) Georgia partnerships register for LLP status by a filing an election in the Superior Court of any county in which it has an office. See Ga. Code § 14-8-62 (a). |

| |However, Georgia Superior Courts will not issue a certificate of status, so we take an authenticated copy of the LLP filing. |

| | |

| |(ii) Georgia limited partnerships register for LLP status by filing a certificate of limited partnership with the Secretary of State that has a LLLP name and a statement |

| |that the LP is a LLP. See Ga. Code § 14-8-62 (g). The Secretary of State will issue a certificate of existence for the limited partnership, from which LLP status is to |

| |be inferred from the name. The certificate does not specifically state the limited partnership has LLP status and no separate certificate of status is issued by the |

| |secretary. |

|Washington | |

|West Virginia | |

|Wisconsin | |

|Wyoming | |

Additional comments:

Full text of email:

Looking for help on filing a foreign LLP from the state of Georgia.

In the state of Georgia LLPs are recorded at the county level. Since they are merely recorded not filed, the county is unable to provide a Certificate of Good Standing.

I leaning toward accepting certified copy of the LLP document recorded at county in which the LLP was recoded. Is how you handle a Georgia LLP?

KATHY M. SACHS | Business Services

Deputy Assistant Secretary of State

Kansas Secretary of State | 785-296-4564 P | 785-296-4570 F | sos.

Memorial Hall, 1st Floor | 120 S.W. 10th Avenue | Topeka, KS 66612-1594

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