59-907. Transaction of business without registration.
(a) No foreign limited partnership transacting business in this State without permission obtained through a certificate of authority under this Article shall be permitted to maintain any action or proceeding in any court of this State unless such foreign limited partnership shall have obtained a certificate of authority prior to trial.
(b) The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of the foreign limited partnership and shall not prevent the foreign limited partnership from defending any action or proceeding in any court of this State.
(c) A foreign limited partnership failing to obtain permission to transact business in this State as required by this Article or by prior statutes then applicable shall be liable to the State for the years or parts thereof during which it transacted business in this State without such permission in an amount equal to all fees and taxes which would have been imposed by law upon such foreign limited partnership had it duly applied for and received such permission plus interest and all penalties imposed by law for failure to pay such fees and taxes, plus five hundred dollars ($500.00) and costs. The Attorney General shall bring actions to recover all amounts due the State under the provisions of this section.
(d) The Secretary of State is hereby directed to require that every foreign limited partnership transacting business in this State comply with the provisions of this Article. The Secretary of State is authorized to employ such assistants as shall be deemed necessary in his office for the purpose of enforcing the provisions of this Article and for making such investigations as shall be necessary to ascertain foreign limited partnerships now transacting business in this State which may have failed to comply with the provisions of this Article.
(e) 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 transacted business in this State without registration.
(f) 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. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 36; 2000-140, s. 101(r).)
Structure North Carolina General Statutes
North Carolina General Statutes
Article 5 - Revised Uniform Limited Partnership Act.
§ 59-105 - Registered office and registered agent.
§ 59-106 - Records to be kept.
§ 59-107 - Nature of business.
§ 59-108 - Business transactions of partner with the partnership.
§ 59-201 - Certificate of limited partnership.
§ 59-202 - Amendment to certificate.
§ 59-203 - Cancellation of certificate.
§ 59-204 - Execution of documents.
§ 59-205 - Execution by judicial act.
§ 59-206 - Filing requirements.
§ 59-207 - Liability for false statement in certificate.
§ 59-209 - Certificate of existence.
§ 59-210 - Limited liability limited partnerships.
§ 59-301 - Admission of limited partners.
§ 59-303 - Liability to third parties.
§ 59-304 - Person erroneously believing himself limited partner.
§ 59-401 - Admission of additional general partners.
§ 59-402 - Events of withdrawal.
§ 59-403 - General powers and liabilities.
§ 59-404 - Contributions by a general partner.
§ 59-501 - Form of contribution.
§ 59-502 - Liability for contributions.
§ 59-503 - Sharing income, gain, loss, deduction or credit.
§ 59-504 - Sharing of distributions.
§ 59-601 - Interim distributions.
§ 59-602 - Withdrawal of general partner.
§ 59-603 - Withdrawal of limited partner.
§ 59-604 - Distribution upon withdrawal.
§ 59-605 - Distribution in kind.
§ 59-606 - Right to distribution.
§ 59-607 - Limitations on distribution.
§ 59-608 - Liability upon return of contribution.
§ 59-701 - Nature of partnership interest.
§ 59-702 - Assignment of partnership interest.
§ 59-703 - Rights of creditor.
§ 59-704 - Right of assignee to become limited partner.
§ 59-705 - Power of estate of deceased or incompetent partner.
§ 59-801 - Nonjudicial dissolution.
§ 59-802 - Judicial dissolution.
§ 59-804 - Distribution of assets.
§ 59-903 - Issuance of registration.
§ 59-905 - Changes and amendments.
§ 59-906 - Cancellation of registration.
§ 59-907 - Transaction of business without registration.
§ 59-908 - Action by Attorney General.
§ 59-1005 - Dismissal of action.
§ 59-1051 - Plan of conversion.
§ 59-1052 - Filing of certificate of limited partnership.
§ 59-1053 - Effects of conversion.
§ 59-1054 - Recodified as § 59-1070 by Session Laws 2001-387, s143.
§ 59-1055 - Recodified as § 59-1071 by Session Laws 2001-387, s143.
§ 59-1056 - Recodified as § 59-1072 by Session Laws 2001-387, s143.
§ 59-1057 - Recodified as § 59-1073 by Session Laws 2001-387, s143.
§ 59-1061 - Plan of conversion.
§ 59-1062 - Articles of conversion.
§ 59-1063 - Effects of conversion.
§ 59-1072 - Articles of merger.
§ 59-1073 - Effects of merger.
§ 59-1101 - Construction and application.
§ 59-1102 - Rules for cases not provided for in this Article.
§ 59-1104 - Effective date and repeal.