29-354

29-354. Transaction of business without
registration

A. 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.

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 causes of action arising out of the transaction of business in this state.

E. Without excluding other activities which may not constitute transacting business
in this state, a foreign limited partnership is not considered to be transacting business
in this state, for the purposes of this chapter, solely because it is carrying on in this
state one or more of the following activities:

1. Maintaining, defending or effecting a settlement of an action or suit or an
administrative or arbitrative proceeding or effecting the settlement of a claim or
dispute.

2. Holding meetings of its partners or carrying on any other activities concerning
its internal affairs.

3. Maintaining a bank account.

4. Maintaining an office or agency for the transfer, exchange and registration of
its securities, or appointing and maintaining trustees or depositories with relation to
its securities.

5. Effecting sales through an independent contractor.

6. Soliciting or receiving orders outside this state in pursuance of letters,
circulars, catalogs or other forms of advertising or solicitation and accepting such
orders outside this state and filling them with goods shipped into this state.

7. Creating as borrower or lender, or acquiring, indebtedness or mortgages or other
security interests in real or personal property.

8. Securing or collecting debts or enforcing any right in property securing the
debts.

9. Transacting business in interstate commerce.

10. Conducting an isolated transaction completed within a period of thirty days and
not in the course of a number of repeated transactions of like nature.

F. The provisions of this section do not apply in determining the contacts or
activities which may subject a foreign limited partnership to service of process, suit,
taxation or regulation under any other statute of this state.