[§425-173] Transaction of business without registration. (a) A foreign limited liability partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.

(b) The failure of a foreign limited liability partnership to register in this State does not impair the validity of any contract or act of the foreign limited liability partnership or prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this State.

(c) A partner in a foreign limited liability partnership is not individually liable for debts, obligations, or liabilities of or chargeable to the partnership solely by reason of the limited liability partnership having transacted business in this State without registration.

(d) Notwithstanding the foregoing provisions of this section, if a foreign or domestic corporation, limited partnership, general partnership, or limited liability company registered to transact business in this State changes its legal form to a foreign limited liability partnership, it must register under section 425-155 within thirty days of becoming a foreign limited liability partnership, and may maintain any previously commenced actions, suits, and proceedings in courts of this State pending the filing of its application for registration under section 425-155. [L 1996, c 93, pt of §1]