Delaware § 17-907 Doing business without registration

Delaware Statutes

§ 17-907 — Doing business without registration

Delaware § 17-907

Title6

Ch. 17LIMITED PARTNERSHIPS

Subch.Foreign Limited Partnerships

This text of Delaware § 17-907 (Doing business without registration) is published on Counsel Stack Legal Research, covering Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Del. Code tit. 6, § 17-907 (2026).

Text

(a)A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered.

(b)The failure of a foreign limited partnership to register in the State of Delaware does not impair:

(1)The validity of any contract or act of the foreign limited partnership;

(2)The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or

(3)Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.

(c)A

Free access — add to your briefcase to read the full text and ask questions with AI

(a) A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered.

(b) The failure of a foreign limited partnership to register in the State of Delaware does not impair:

(1) The validity of any contract or act of the foreign limited partnership;

(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or

(3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.

(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 foreign limited partnership’s having done business in the State of Delaware without registration.

(d) Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware.