Vermont Statutes
Chapter 23 - Limited Partnerships
§ 3487. Transaction of business without registration

§ 3487. Transaction of business without registration
(a)(1) A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State.
(2) The successor to a foreign limited partnership that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign limited partnership or its successor or assignee obtains a certificate of authority.
(b) 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.
(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 having transacted business in this State without registration.
(d) 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 claims for relief and causes of action arising out of the transaction of business in this State.
(e) A foreign limited partnership that transacts business in this State without a registration shall be liable to the State for:
(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a registration;
(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a registration; and
(3) other penalties imposed by law. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.6.)

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