TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-54


§ 7-13-54 Transaction of business without registration.

(a) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

(d) A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process as to claims for relief or causes of action arising out of the transaction of business in this state.

(e) Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state for purposes of this chapter by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting a settlement of it or the settlement of any claims or dispute;

(2) Holding meetings of the partners or carrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of partnership securities or partnership interests, or appointing and maintaining depositories with relation to its partnership interests or securities;

(5) Effecting sales to independent contractors;

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

(7) Creating evidences of debt, mortgages, or liens on real or personal property;

(8) Securing or collecting debts or enforcing any rights and property securing the debts;

(9) Transacting any business in interstate commerce.

History of Section.
(P.L. 1985, ch. 390, § 2.)