304-B:54 Transaction of Business Without Registration. –
I. 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.
II. 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.
III. 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.
IV. A foreign limited partnership transacting business in this state without registration may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign limited partnership at its principal office. Service is perfected under section at the earliest of:
(a) The date the foreign limited partnership receives the mail;
(b) The date shown on the return receipt, if signed on behalf of the foreign limited partnership; or
(c) Five days after its deposit in the United States Mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
V. This section does not prescribe the only means, or necessarily the required means, of serving a foreign limited partnership.
Source. 1987, 349:1. 2004, 248:43, eff. July 1, 2004.