2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 10-907 - Doing business without registration

§10-907.

(a) If a foreign limited partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, neither the foreign limited partnership nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that:

(1) The foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and

(2) Either:

(i) The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or

(ii) The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.

(b) 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.

(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 partnership’s having done business in this State without registration.

(d) A foreign limited partnership, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.

(e) (1) If a foreign limited partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the partnership. This penalty shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article;

(2) Each general partner of a foreign limited partnership which does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited partnership who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.