N.Y. Partnership Law § 121-907: Doing business without certificate of authority

§ 121-907. Doing business without certificate of authority. (a) A

foreign limited partnership doing business in this state without having

received a certificate of authority to do business in this state may not

maintain any action, suit or special proceeding in any court of this

state unless and until such partnership shall have received a

certificate of authority in this state.

(b) The failure of a foreign limited partnership that is doing

business in this state to comply with the provision of this article 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 or special 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 limited partnership's doing or having done business in this state

without having received a certificate of authority.

(d) A foreign limited partnership by doing business in this state

without authority appoints the secretary of state as its agent for

service of process with respect to causes of action arising out of doing

business in this state. In any such case, process against such foreign

limited partnership may be served upon the secretary of state in the

manner set forth in section 121-109 of this article.