§ 50-73.59. Transaction of business without registration.
A. A foreign limited partnership transacting business in the Commonwealth maynot maintain any action, suit, or proceeding in any court of the Commonwealthuntil it has registered in the Commonwealth.
B. The successor to a foreign limited partnership that transacted business inthe Commonwealth without registering in the Commonwealth and the assignee ofa cause of action arising out of that business may not maintain a proceedingbased on that cause of action in any court in the Commonwealth until theforeign limited partnership or its successor has registered in theCommonwealth.
C. The failure of a foreign limited partnership to register in theCommonwealth does not impair the validity of any contract or act of theforeign limited partnership or prevent the foreign limited partnership fromdefending any action, suit, or proceeding in any court of the Commonwealth.
D. A limited partner of a foreign limited partnership is not liable as ageneral partner of a foreign limited partnership solely by reason of havingtransacted business in the Commonwealth without registration.
E. A foreign limited partnership, by transacting business in the Commonwealthwithout registration, appoints the Clerk of the Commission as its agent forservice of process with respect to causes of action arising out of thetransaction of business in the Commonwealth.
(1985, c. 607; 2008, c. 523.)