Sec. 34-38l. Foreign limited partnerships, transaction of business without registration.
Sec. 34-38l. Foreign limited partnerships, 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 the State as its agent for service of process with respect
to causes of action arising out of the transaction of business in this state.
(e) A foreign limited partnership which transacts business in this state without registering with the Secretary of the State as required by this chapter shall be liable to this
state, for each year or part thereof during which it transacted business in this state without
being registered with said secretary, in an amount equal to: (1) All fees and taxes which
would have been imposed by law upon such limited partnership had it duly applied for
and received such registration to transact business in this state and (2) all interest and
penalties imposed by law for failure to pay such fees and taxes. A foreign limited partnership is further liable to this state, for each month or part thereof during which it transacted
business in this state without registering with the Secretary of the State, in an amount
equal to one hundred sixty-five dollars, except that a foreign limited partnership which
has registered with said secretary not later than ninety days after it has commenced
transacting business in this state shall not be liable for such monthly penalty. Such fees
and penalties may be levied by the Secretary of the State.
(P.A. 79-440, S. 53; P.A. 90-228, S. 6, 8; P.A. 97-228, S. 3, 7; P.A. 98-137, S. 22, 62; 98-219, S. 33, 34.)
History: P.A. 90-228 added Subsec. (e) describing the penalties and fees to be imposed for conducting business without
being registered as required; P.A. 97-228 deleted Subsec. (e)(1) re penalty of $2,000 for each year or part thereof during
which a foreign limited partnership transacts business without registering, renumbering remaining Subdivs. accordingly,
replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign limited partnership
transacts business without registering and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended
Subsec. (e) to revise provision re grace period by providing that a foreign limited partnership is not liable for the monthly
penalty if it has registered "not later than ninety days after it has commenced transacting business in this state" rather than
not being liable "for the first three months or part thereof during which it transacted business without being registered with
the secretary", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
See Sec. 34-38r re limited amnesty program.