§ 7-13-54 - Transaction of business without registration.
SECTION 7-13-54
§ 7-13-54 Transaction of business withoutregistration. – (a) A foreign limited partnership transacting business in this state may notmaintain any action, suit, or proceeding in any court of this state until ithas registered in this state.
(b) The failure of a foreign limited partnership to registerin this state 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 this state.
(c) A limited partner of a foreign limited partnership is notliable as a general partner of the foreign limited partnership solely by reasonof having transacted business in this state without registration.
(d) A foreign limited partnership, by transacting business inthis state without registration, appoints the secretary of state as its agentfor service of process as to claims for relief or causes of action arising outof the transaction of business in this state.
(e) Without excluding other activities which may notconstitute transacting business in this state, a foreign limited partnership isnot considered to be transacting business in this state for purposes of thischapter by reason of carrying on in this state any one or more of the followingactivities:
(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding or effecting a settlement of it or thesettlement of any claims or dispute;
(2) Holding meetings of the partners or carrying on otheractivities 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 partnershipinterests or securities;
(5) Effecting sales to independent contractors;
(6) Soliciting or procuring orders whether by mail or throughemployees or agents or otherwise where the orders require acceptance withoutthis state before becoming binding contracts;
(7) Creating evidences of debt, mortgages, or liens on realor personal property;
(8) Securing or collecting debts or enforcing any rights andproperty securing the debts;
(9) Transacting any business in interstate commerce.