(a) A foreign limited liability partnership doing business in the State of Delaware may not maintain an action or proceeding in the State of Delaware until it has in effect a statement of foreign qualification and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without such qualification.

Terms Used In Delaware Code Title 6 Sec. 15-1103

  • Business: includes every trade, occupation and profession, the holding or ownership of property and any other activity for profit. See Delaware Code Title 6 Sec. 15-101
  • Contract: A legal written agreement that becomes binding when signed.
  • Foreign limited liability partnership: means a partnership that:

    (i) Is formed under laws other than the laws of the State of Delaware; and

    (ii) Has the status of a limited liability partnership under those laws. See Delaware Code Title 6 Sec. 15-101

  • Limited liability partnership: means a domestic partnership that has filed a statement of qualification under § 15-1001 of this title. See Delaware Code Title 6 Sec. 15-101
  • Partner: means a person who is admitted to a partnership as a partner of the partnership. See Delaware Code Title 6 Sec. 15-101
  • Partnership: means an association of 2 or more persons formed under § 15-202 of this title, predecessor law or comparable law of another jurisdiction to carry on any business, purpose or activity. See Delaware Code Title 6 Sec. 15-101
  • 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.
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the State of Delaware. See Delaware Code Title 6 Sec. 15-101
  • Statement: means a statement of partnership existence under § 15-303 of this title, a statement of denial under § 15-304 of this title, a statement of dissociation under § 15-704 of this title, a statement of dissolution under § 15-805 of this title, a statement of qualification under § 15-1001 of this title, a statement of foreign qualification under § 15-1102 of this title, and an amendment or cancellation of any of the foregoing under § 15-105 of this title and a statement of correction and a corrected statement under § 15-118 of this title. See Delaware Code Title 6 Sec. 15-101

(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in the State of Delaware or does not impair the right of any other party to a contract to maintain any action, suit or proceeding on the contract.

(c) A limitation on personal liability of a partner is not waived solely by doing business in the State of Delaware without a statement of foreign qualification having been filed.

(d) If a foreign limited liability partnership does business in the State of Delaware without a statement of foreign qualification having been filed, the Secretary of State is its agent for service of process with respect to a right of action arising out of the doing of business in the State of Delaware and service of process may be made in accordance with the procedures set forth in § 15-113 of this title.

72 Del. Laws, c. 151, § ?1;

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