New York Laws
Article 8-A - Revised Limited Partnership Act
121-907 - Doing Business Without Certificate of Authority.

(b) The failure of a foreign limited partnership that is doing
business in this state to comply with the provision of this article 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 or special proceeding in any court of this state.
(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 limited partnership's doing or having done business in this state
without having received a certificate of authority.
(d) A foreign limited partnership by doing business in this state
without authority appoints the secretary of state as its agent for
service of process with respect to causes of action arising out of doing
business in this state. In any such case, process against such foreign
limited partnership may be served upon the secretary of state in the
manner set forth in section 121-109 of this article.

Structure New York Laws