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2004 Florida Statutes
Transaction of business without registration or after revocation of authority; effect.
620.179 Transaction of business without registration or after revocation of authority; effect.--
(1) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
(2) A domestic or foreign limited partnership transacting business in this state after its authority to do so has been revoked under s. 620.178 may not maintain any action, suit, or proceeding in any court of this state until the partnership obtains authority to transact business in this state by reinstatement of its certificate of limited partnership or registration as provided in s. 620.178; and an action, suit, or proceeding may not be maintained in any court of this state by any successor or assignee of the partnership on any right, claim, or demand arising out of the transaction of business by such partnership after revocation of its certificate of limited partnership or registration until the partnership, or any person that has acquired all or substantially all of its assets, has had the certificate of limited partnership or registration of the partnership reinstated pursuant to s. 620.178
(3) The failure of a foreign limited partnership to register in this state, or the failure of a domestic or foreign limited partnership to continue in effect its authority to transact business in this state, does not impair the validity of any contract, deed, mortgage, security interest, lien, or act of the partnership or prevent the partnership from defending any action, suit, or proceeding in any court of this state.
(4) A foreign limited partnership by transacting business in this state without registration appoints the Secretary of State as its agent for service of process with respect to claims for relief arising out of the transaction of business in this state.
(5) 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 partnership's having transacted business in this state without registration.
History.--s. 65, ch. 86-263; s. 13, ch. 90-162.