Missouri Laws 359.551 – Transaction of business without registration, effect, penalty, fine — ..
1. Every foreign limited partnership now doing business in or which may hereafter do business in this state which shall neglect or fail to comply with the provisions of section 359.501 shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the secretary of state immediately after August first of each year, and as often thereafter as the secretary of state may be advised that limited partnerships are doing business in contravention of this chapter, to report the fact to the prosecuting attorney of any city or county in which the limited partnership is doing business and the prosecuting attorney shall, as soon thereafter as is practicable, institute proceedings to recover the fine herein provided for, which shall go into the revenue fund of the city or county in which the cause shall accrue; in addition to which penalty, no foreign limited partnership, failing to comply with this chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort, while the requirements of this chapter have not been complied with.
2. 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.
Terms Used In Missouri Laws 359.551
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- Foreign limited partnership: a partnership formed under the laws of any country or of any state other than this state and having as partners one or more general partners and one or more limited partners. See Missouri Laws 359.011
- General partner: a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Missouri Laws 359.011
- hereafter: means the time after the statute containing it takes effect. See Missouri Laws 1.020
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Lien: A claim against real or personal property in satisfaction of a debt.
- Limited partner: a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Missouri Laws 359.011
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Partner: a limited or general partner. See Missouri Laws 359.011
- 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.
- Property: includes real and personal property. See Missouri Laws 1.020
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
- State: a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Missouri Laws 359.011
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
3. 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.
4. A foreign limited partnership, by transacting business in this state without registration, shall be a firm subject to the provisions of sections 506.500 to 506.520 with respect to causes of action arising out of the transaction of business in this state.
5. Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership shall not be considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its partners or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidence of debt, mortgage or lien on or other security interest in real or personal property;
(5) Securing or collecting debts or enforcing any rights in property securing the same;
(6) Transacting any business in interstate commerce;
(7) 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.
6. A foreign corporation as defined in section 351.015 shall not be deemed to be transacting business in this state for the purposes of section 351.570 solely for the reason that it is a partner of a limited partnership.