Delaware Code Title 6 Sec. 17-907 – Doing business without registration
(a) A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, 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 having registered.
Terms Used In Delaware Code Title 6 Sec. 17-907
- Contract: A legal written agreement that becomes binding when signed.
- Foreign limited partnership: includes a partnership formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners. See Delaware Code Title 6 Sec. 17-101
- General partner: means a person who is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter, and includes a general partner of the limited partnership generally and a general partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- Limited partner: means a person who is admitted to a limited partnership as a limited partner as provided in § 17-301 of this title, and includes a limited partner of the limited partnership generally and a limited partner associated with a series of the limited partnership. See Delaware Code Title 6 Sec. 17-101
- 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.
- 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. 17-101
- Year: means a calendar year, and is equivalent to the words "year of our Lord. See Delaware Code Title 1 Sec. 302
(b) The failure of a foreign limited partnership to register in the State of Delaware does not impair:
(1) The validity of any contract or act of the foreign limited partnership;
(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.
(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 foreign limited partnership’s having done business in the State of Delaware without registration.
(d) Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware.
63 Del. Laws, c. 420, § ?1; 65 Del. Laws, c. 188, § ?1; 70 Del. Laws, c. 78, § ?24;