8587 - Doing business without registration.
§ 8587. Doing business without registration. (a) Maintenance of actions or proceedings prohibited.--A nonqualified foreign limited partnership doing business in this Commonwealth may not maintain any action or proceeding in any court of this Commonwealth until it has registered under this subchapter, nor, except as provided in subsection (b), shall any action or proceeding be maintained in any court of this Commonwealth on any right, claim or demand arising out of the doing of business by the foreign limited partnership in this Commonwealth by any successor, assignee or acquiror of all or substantially all of the assets of the foreign limited partnership that is a foreign corporation for profit or not-for- profit or a foreign limited partnership until such foreign corporation or foreign limited partnership has been authorized to do business in this Commonwealth. (b) Contracts, property and defense of actions unaffected.-- The failure of a foreign limited partnership to register under this subchapter shall not impair the validity of any contract or act of the foreign limited partnership, shall not prevent the foreign limited partnership from defending any action in any court of this Commonwealth and shall not render escheatable any of its real or personal property. (c) Liability of limited partner.--A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having done business in this Commonwealth without registration under this subchapter. (d) Acquisition of real and personal property.--Every nonqualified foreign limited partnership may acquire, hold, mortgage, lease and transfer real and personal property in this Commonwealth in the same manner and subject to the same limitations as a qualified foreign limited partnership. (e) Duties.--Except as provided in subsection (a), a nonqualified foreign limited partnership doing business in this Commonwealth shall be subject to the same liabilities, restrictions, duties and penalties now or hereafter imposed upon a qualified foreign limited partnership.