2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
8587 - Doing business without registration.

     § 8587.  Doing business without registration.
        (a)  Maintenance of actions or proceedings prohibited.--A
     nonqualified foreign limited partnership doing business in this
     Commonwealth may not maintain any action or proceeding in any
     court of this Commonwealth until it has registered under this
     subchapter, nor, except as provided in subsection (b), shall any
     action or proceeding be maintained in any court of this
     Commonwealth on any right, claim or demand arising out of the
     doing of business by the foreign limited partnership in this
     Commonwealth by any successor, assignee or acquiror of all or
     substantially all of the assets of the foreign limited
     partnership that is a foreign corporation for profit or not-for-
     profit or a foreign limited partnership until such foreign
     corporation or foreign limited partnership has been authorized
     to do business in this Commonwealth.
        (b)  Contracts, property and defense of actions unaffected.--
     The failure of a foreign limited partnership to register under
     this subchapter shall not impair the validity of any contract or
     act of the foreign limited partnership, shall not prevent the
     foreign limited partnership from defending any action in any
     court of this Commonwealth and shall not render escheatable any
     of its real or personal property.
        (c)  Liability of limited partner.--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 having done business in this
     Commonwealth without registration under this subchapter.
        (d)  Acquisition of real and personal property.--Every
     nonqualified foreign limited partnership may acquire, hold,
     mortgage, lease and transfer real and personal property in this
     Commonwealth in the same manner and subject to the same
     limitations as a qualified foreign limited partnership.
        (e)  Duties.--Except as provided in subsection (a), a
     nonqualified foreign limited partnership doing business in this
     Commonwealth shall be subject to the same liabilities,
     restrictions, duties and penalties now or hereafter imposed upon
     a qualified foreign limited partnership.