§ 25.10.540. Transaction of business without registration
(1) 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.
(2) 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.
(3) 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.
(4) 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 the purposes of this title, by reason of carrying on in this state any one or more of the following activities:
(a) Defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
(b) Holding meetings of its partners or carrying on other activities concerning its internal affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of its interests, or appointing and maintaining trustees or depositaries with relation to its interests.
(e) Effecting sales through independent contractors.
(f) 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.
(g) Creating evidences of debt, mortgages, or liens on real or personal property.
(h) Securing or collecting debts or enforcing any rights in property securing the same.
(i) Transacting any business in interstate commerce.
(j) 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.
(5) A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
[1981 c 51 § 54.]
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