N.Y. Partnership Law 121-907 – Doing business without certificate of authority
§ 121-907. Doing business without certificate of authority. (a) A foreign limited partnership doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state unless and until such partnership shall have received a certificate of authority in this state.
Terms Used In N.Y. Partnership Law 121-907
- Contract: A legal written agreement that becomes binding when signed.
- Foreign limited partnership: means a partnership formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more general partners and one or more limited partners. See N.Y. Partnership Law 121-101
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and, if required by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized, is so named in the certificate of limited partnership or similar instrument. See N.Y. Partnership Law 121-101
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement or as otherwise provided by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized. See N.Y. Partnership Law 121-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Process: means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a limited partnership (domestic or foreign), for the purpose of acquiring jurisdiction of such limited partnership in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state. See N.Y. Partnership Law 121-101
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See N.Y. Partnership Law 121-101
(b) The failure of a foreign limited partnership that is doing business in this state to comply with the provision of this article 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 or special 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 the limited partnership's doing or having done business in this state without having received a certificate of authority.
(d) A foreign limited partnership by doing business in this state without authority appoints the secretary of state as its agent for service of process with respect to causes of action arising out of doing business in this state. In any such case, process against such foreign limited partnership may be served upon the secretary of state in the manner set forth in section 121-109 of this article.