LD 1609
pg. 120
Page 119 of 146 PUBLIC Law Chapter 543 Page 121 of 146
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LR 1469
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4.__Liability based solely on transaction without certificate of
authority.__A partner of a foreign limited partnership is not
liable for the obligations of the foreign limited partnership
solely by reason of the foreign limited partnership's having
transacted business in this State without a certificate of
authority.

 
5.__Secretary of State appointed as agent.__If a foreign
limited partnership transacts business in this State without a
certificate of authority or cancels its certificate of authority,
it appoints the Secretary of State as its agent for service of
process for rights of action arising out of the transaction of
business in this State.

 
§1418.__Action by Attorney General

 
The Attorney General may maintain an action to restrain a
foreign limited partnership from transacting business in this
State in violation of this subchapter.

 
SUBCHAPTER 10

 
ACTIONS BY PARTNERS

 
§1421.__Direct action by partner

 
1.__Action against limited partnership or partner.__Subject to
subsection 2, a partner may maintain a direct action against the
limited partnership or another partner for legal or equitable
relief, with or without an accounting as to the partnership's
activities, to enforce the rights and otherwise protect the
interests of the partner, including rights and interests under
the partnership agreement or this chapter or arising
independently of the partnership relationship.

 
2.__Plead and prove actual or threatened injury.__A partner
commencing a direct action under this section is required to
plead and prove an actual or threatened injury that is not solely
the result of an injury suffered or threatened to be suffered by
the limited partnership.

 
3.__Accrual of right of action; time limitation.__The accrual
of, and any time limitation on, a right of action for a remedy
under this section is governed by other law. A right to an
accounting upon a dissolution and winding up does not revive a
claim barred by law.

 
§1422.__Derivative action


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