Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state.
Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state. (a) Any foreign limited partnership may purchase, hold,
mortgage, lease, sell and convey real and personal property in this state for its lawful
uses and purposes, and may hold such property as it may acquire by foreclosure or
otherwise in payment of debts due such limited partnership without such action constituting transacting business in this state for the purposes of this chapter.
(b) Without excluding other activities which may not constitute transacting business
in this state, a foreign limited partnership shall not be 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 the settlement thereof or
the settlement of claims or disputes, but nothing in this subdivision shall entitle a foreign
limited partnership to maintain suit in this state in violation of section 34-38l; (2) holding
meetings of its members or carrying on other activities concerning its internal affairs;
(3) maintaining bank accounts or borrowing money with or without security, even if
such borrowings are repeated and continuous transactions; (4) maintaining offices or
agencies for the transfer, exchange and registration of its partnership interests, or appointing and maintaining trustees or depositories with respect to its interests; (5) soliciting or procuring orders, whether by mail or through employees or agents or otherwise,
where such orders require acceptance without this state before becoming binding contracts; (6) creating evidences of debt, mortgages or liens on real or personal property;
(7) taking security for or collecting debts due it or enforcing any rights in property
securing the same; (8) transacting business in interstate commerce; (9) 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.
(P.A. 82-407, S. 4.)
Subsec. (b):
Subdivs. (1) and (7) interpreted together permit unregistered foreign limited partnership, generally not permitted to
bring action in state, to bring action for foreclosure of mortgage. 49 CS 257.