Delaware Code
Subchapter IX. Foreign Limited Partnerships
§ 17-907. Doing business without registration.

(a) A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered.
(b) The failure of a foreign limited partnership to register in the State of Delaware does not impair:

(1) The validity of any contract or act of the foreign limited partnership;
(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.
(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 the foreign limited partnership's having done business in the State of Delaware without registration.
(d) Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware.

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