HARRY HUGHES, Governor

3051

LIMITED PARTNERSHIP SHALL PROMPTLY FILE WITH THE DEPARTMENT
A CERTIFICATE, EXECUTED BY A GENERAL PARTNER, CORRECTING THE
STATEMENT. THE PROVISIONS OF § 10-207 OF THIS TITLE ARE
APPLICABLE TO FOREIGN LIMITED PARTNERSHIPS AS IF THEY WERE
DOMESTIC LIMITED PARTNERSHIPS.

COMMENT

This section is new.

10-906. CANCELLATION OF REGISTRATION.

A FOREIGN LIMITED PARTNERSHIP MAY CANCEL ITS
REGISTRATION BY FILING WITH THE DEPARTMENT A CERTIFICATE OF
CANCELLATION EXECUTED BY A GENERAL PARTNER. A CANCELLATION
DOES NOT TERMINATE THE AUTHORITY OF THE DEPARTMENT TO ACCEPT
SERVICE OF PROCESS ON THE FOREIGN LIMITED PARTNERSHIP WITH
RESPECT TO CAUSES OF ACTION ARISING OUT OF DOING BUSINESS IN
THIS STATE.

COMMENT

This section is new.

10-907. DOING BUSINESS WITHOUT REGISTRATION.

(A)  BARRED FROM MAINTAINING SUIT. IF A FOREIGN
LIMITED PARTNERSHIP IS DOING OR HAS DONE ANY INTRASTATE,
INTERSTATE, OR FOREIGN BUSINESS IN THIS STATE WITHOUT
COMPLYING WITH THE REQUIREMENTS OF THIS SUBTITLE, NEITHER
THE FOREIGN LIMITED PARTNERSHIP NOR ANY PERSON CLAIMING
UNDER IT MAY MAINTAIN A SUIT IN ANY COURT OF THIS STATE
UNLESS IT SHOWS TO THE SATISFACTION OF THE COURT THAT:

(1)  THE FOREIGN LIMITED PARTNERSHIP OR THE
PERSON CLAIMING UNDER IT HAS PAID THE PENALTY SPECIFIED IN
SUBSECTION (E)(1) OF THIS SECTION; AND

(2)  EITHER:

(I)  THE FOREIGN LIMITED PARTNERSHIP OR A
FOREIGN LIMITED PARTNERSHIP SUCCESSOR TO IT HAS COMPLIED
WITH THE REQUIREMENT OF THIS SUBTITLE; OR

(II)  THE FOREIGN LIMITED PARTNERSHIP AND
ANY FOREIGN LIMITED PARTNERSHIP SUCCESSOR TO IT ARE NO
LONGER DOING INTRASTATE, INTERSTATE, OR FOREIGN BUSINESS IN
THIS STATE.

(B)  NO BAR TO VALID ACTS OR DEFENSE OF SUIT. 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.