1. In order to cancel itscertificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate iscanceled when the notice becomes effective under section 488.206. 2. A foreign limited partnership transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. 3. The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state. 4. 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. Ifa foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, itappoints the secretary of state as itsagent for service of process for rights of action arising out of the transaction of business in this state.
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