Section 359.551

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 359

Effective - 28 Aug 1990   

  359.551.  Transaction of business without registration, effect, penalty, fine — report by secretary to prosecuting attorney, when — long arm statutes, applicable — transacting business, elements of. — 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.

  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.

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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)