Transaction of business without registration, effect, penalty,fine--report by secretary to prosecuting attorney, when--longarm statutes, applicable--transacting business, elements of.
359.551. 1. Every foreign limited partnership now doingbusiness in or which may hereafter do business in this statewhich shall neglect or fail to comply with the provisions ofsection 359.501 shall be subject to a fine of not less than onethousand dollars to be recovered before any court of competentjurisdiction; and it is hereby made the duty of the secretary ofstate immediately after August first of each year, and as oftenthereafter as the secretary of state may be advised that limitedpartnerships are doing business in contravention of thischapter, to report the fact to the prosecuting attorney of anycity or county in which the limited partnership is doingbusiness and the prosecuting attorney shall, as soon thereafteras is practicable, institute proceedings to recover the fineherein provided for, which shall go into the revenue fund of thecity or county in which the cause shall accrue; in addition towhich penalty, no foreign limited partnership, failing to complywith this chapter, can maintain any suit or action, either legalor equitable, in any of the courts of this state, upon anydemand, whether arising out of contract or tort, while therequirements of this chapter have not been complied with.
2. The failure of a foreign limited partnership to registerin this state does not impair the validity of any contract oract of the foreign limited partnership or prevent the foreignlimited partnership from defending any action, suit, orproceeding in any court of this state.
3. A limited partner of a foreign limited partnership isnot liable as a general partner of the foreign limitedpartnership solely by reason of having transacted business inthis state without registration.
4. A foreign limited partnership, by transacting businessin this state without registration, shall be a firm subject tothe provisions of sections 506.500 to 506.520, RSMo, withrespect to causes of action arising out of the transaction ofbusiness in this state.
5. Without excluding other activities which may notconstitute transacting business in this state, a foreign limitedpartnership shall not be considered to be transacting businessin this state, for the purposes of this chapter, by reason ofcarrying on in this state any one or more of the followingactivities:
(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding, or effecting thesettlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its partners or carrying on otheractivities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidence of debt, mortgageor lien on or other security interest in real or personalproperty;
(5) Securing or collecting debts or enforcing any rights inproperty securing the same;
(6) Transacting any business in interstate commerce;
(7) Conducting an isolated transaction completed within aperiod of thirty days and not in the course of a number ofrepeated transactions of like nature.
6. A foreign corporation as defined in section 351.015,RSMo, shall not be deemed to be transacting business in thisstate for the purposes of section 351.570, RSMo, solely for thereason that it is a partner of a limited partnership.
Transaction of business without registration, effect, penalty,fine--report by secretary to prosecuting attorney, when--longarm statutes, applicable--transacting business, elements of.
359.551. 1. Every foreign limited partnership now doingbusiness in or which may hereafter do business in this statewhich shall neglect or fail to comply with the provisions ofsection 359.501 shall be subject to a fine of not less than onethousand dollars to be recovered before any court of competentjurisdiction; and it is hereby made the duty of the secretary ofstate immediately after August first of each year, and as oftenthereafter as the secretary of state may be advised that limitedpartnerships are doing business in contravention of thischapter, to report the fact to the prosecuting attorney of anycity or county in which the limited partnership is doingbusiness and the prosecuting attorney shall, as soon thereafteras is practicable, institute proceedings to recover the fineherein provided for, which shall go into the revenue fund of thecity or county in which the cause shall accrue; in addition towhich penalty, no foreign limited partnership, failing to complywith this chapter, can maintain any suit or action, either legalor equitable, in any of the courts of this state, upon anydemand, whether arising out of contract or tort, while therequirements of this chapter have not been complied with.
2. The failure of a foreign limited partnership to registerin this state does not impair the validity of any contract oract of the foreign limited partnership or prevent the foreignlimited partnership from defending any action, suit, orproceeding in any court of this state.
3. A limited partner of a foreign limited partnership isnot liable as a general partner of the foreign limitedpartnership solely by reason of having transacted business inthis state without registration.
4. A foreign limited partnership, by transacting businessin this state without registration, shall be a firm subject tothe provisions of sections 506.500 to 506.520, RSMo, withrespect to causes of action arising out of the transaction ofbusiness in this state.
5. Without excluding other activities which may notconstitute transacting business in this state, a foreign limitedpartnership shall not be considered to be transacting businessin this state, for the purposes of this chapter, by reason ofcarrying on in this state any one or more of the followingactivities:
(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding, or effecting thesettlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its partners or carrying on otheractivities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidence of debt, mortgageor lien on or other security interest in real or personalproperty;
(5) Securing or collecting debts or enforcing any rights inproperty securing the same;
(6) Transacting any business in interstate commerce;
(7) Conducting an isolated transaction completed within aperiod of thirty days and not in the course of a number ofrepeated transactions of like nature.
6. A foreign corporation as defined in section 351.015,RSMo, shall not be deemed to be transacting business in thisstate for the purposes of section 351.570, RSMo, solely for thereason that it is a partner of a limited partnership.
Transaction of business without registration, effect, penalty,fine--report by secretary to prosecuting attorney, when--longarm statutes, applicable--transacting business, elements of.
359.551. 1. Every foreign limited partnership now doingbusiness in or which may hereafter do business in this statewhich shall neglect or fail to comply with the provisions ofsection 359.501 shall be subject to a fine of not less than onethousand dollars to be recovered before any court of competentjurisdiction; and it is hereby made the duty of the secretary ofstate immediately after August first of each year, and as oftenthereafter as the secretary of state may be advised that limitedpartnerships are doing business in contravention of thischapter, to report the fact to the prosecuting attorney of anycity or county in which the limited partnership is doingbusiness and the prosecuting attorney shall, as soon thereafteras is practicable, institute proceedings to recover the fineherein provided for, which shall go into the revenue fund of thecity or county in which the cause shall accrue; in addition towhich penalty, no foreign limited partnership, failing to complywith this chapter, can maintain any suit or action, either legalor equitable, in any of the courts of this state, upon anydemand, whether arising out of contract or tort, while therequirements of this chapter have not been complied with.
2. The failure of a foreign limited partnership to registerin this state does not impair the validity of any contract oract of the foreign limited partnership or prevent the foreignlimited partnership from defending any action, suit, orproceeding in any court of this state.
3. A limited partner of a foreign limited partnership isnot liable as a general partner of the foreign limitedpartnership solely by reason of having transacted business inthis state without registration.
4. A foreign limited partnership, by transacting businessin this state without registration, shall be a firm subject tothe provisions of sections 506.500 to 506.520, RSMo, withrespect to causes of action arising out of the transaction ofbusiness in this state.
5. Without excluding other activities which may notconstitute transacting business in this state, a foreign limitedpartnership shall not be considered to be transacting businessin this state, for the purposes of this chapter, by reason ofcarrying on in this state any one or more of the followingactivities:
(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding, or effecting thesettlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its partners or carrying on otheractivities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidence of debt, mortgageor lien on or other security interest in real or personalproperty;
(5) Securing or collecting debts or enforcing any rights inproperty securing the same;
(6) Transacting any business in interstate commerce;
(7) Conducting an isolated transaction completed within aperiod of thirty days and not in the course of a number ofrepeated transactions of like nature.
6. A foreign corporation as defined in section 351.015,RSMo, shall not be deemed to be transacting business in thisstate for the purposes of section 351.570, RSMo, solely for thereason that it is a partner of a limited partnership.
