State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-907

§ 59‑907.  Transactionof business without registration.

(a)        No foreign limitedpartnership transacting business in this State without permission obtainedthrough a certificate of authority under this Article shall be permitted tomaintain any action or proceeding in any court of this State unless suchforeign limited partnership shall have obtained a certificate of authorityprior to trial.

(b)        The failure of aforeign limited partnership to obtain a certificate of authority to transactbusiness in this State shall not impair the validity of any contract or act ofthe foreign limited partnership and shall not prevent the foreign limitedpartnership from defending any action or proceeding in any court of this State.

(c)        A foreign limitedpartnership failing to obtain permission to transact business in this State asrequired by this Article or by prior statutes then applicable shall be liableto the State for the years or parts thereof during which it transacted businessin this State without such permission in an amount equal to all fees and taxeswhich would have been imposed by law upon such foreign limited partnership hadit duly applied for and received such permission plus interest and allpenalties imposed by law for failure to pay such fees and taxes, plus fivehundred dollars ($500.00) and costs. The Attorney General shall bring actionsto recover all amounts due the State under the provisions of this section.

(d)        The Secretary ofState is hereby directed to require that every foreign limited partnershiptransacting business in this State comply with the provisions of this Article.The Secretary of State is authorized to employ such assistants as shall bedeemed necessary in his office for the purpose of enforcing the provisions ofthis Article and for making such investigations as shall be necessary toascertain foreign limited partnerships now transacting business in this Statewhich may have failed to comply with the provisions of this Article.

(e)        A limited partnerof a foreign limited partnership is not liable as a general partner of theforeign limited partnership solely by reason of the foreign limitedpartnership's having transacted business in this State without registration.

(f)         A foreign limitedpartnership, by transacting business in this State without registration,appoints the Secretary of State as its agent for service of process withrespect to causes of action arising out of the transaction of business in thisState. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999‑362,s. 36; 2000‑140, s. 101(r).)