O.C.G.A. § 14-9-907 (2019)
Transaction of business without registering
(a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority.
(b) The failure of a foreign limited partnership to obtain a certificate of authority 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 foreign limited partnership that transacts business in this state without registering as required by this article shall be liable to the state:
(1) For all fees which would have been imposed by this article upon such foreign limited partnership had it registered as required by this article; and
(2) If it has not registered within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00.
History
(Code 1981, § 14-9-907, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2002, p. 989, § 14.)
Annotations
COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section provides for penalties and other consequences of transacting business in this state without a certificate of authority.
CORPORATIONS & PARTNERSHIPS
Prior Georgia Law There is no provision under prior Georgia law for foreign limited partnerships. Comparison With Official RULPA RULPA subsection 907(c), protecting limited partners of unregistered foreign limited partnerships from general partner liability, was deleted as unnecessary in light of Section 14-9-901, which provides that the limited partners are subject to the law of the state of organization, including the provisions relating to limited liability, even if the partnership has not registered. RULPA Section 907(d), concerning substituted service, was deleted as unnecessary because substituted service is provided for in Section 14-9-902.1(i) (see Comment to Section 14-9-906). Cross-References Law governing foreign limited partnership: § 14-9-901. Requirement that all fines and fees be paid before registration: § 14-9-902. Substituted service on Secretary of State when foreign limited partnership fails to maintain registered office: § 14-9-902.1(i).