Sec. 34-233. Transaction of business without registration.
Sec. 34-233. Transaction of business without registration. (a) A foreign limited
liability company transacting business in this state may not maintain an action, suit or
proceeding in a court of this state until it has registered in this state.
(b) The failure of a foreign limited liability company to register in this state does
not: (1) Impair the validity of any contract or act of the foreign limited liability company;
(2) affect 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 liability company from
defending any action, suit or proceeding in any court of this state.
(c) A foreign limited liability company, by transacting business in this state without
a certificate of registration, appoints the Secretary of the State as its agent for service
of process with respect to a cause of action arising out of the transaction of business in
this state. Such foreign limited liability company may be served in the manner provided
in subsection (b) of section 34-225.
(d) A foreign limited liability company which transacts business in this state without
a valid certificate of registration shall be liable to this state, for each year or part thereof
during which it transacted business in this state without such certificate, in an amount
equal to: (1) All fees and taxes which would have been imposed by law upon such
limited liability company had it duly applied for and received such registration to transact
business in this state and (2) all interest and penalties imposed by law for failure to pay
such fees and taxes. A foreign limited liability company is further liable to this state,
for each month or part thereof during which it transacted business in this state without
a valid certificate of registration, in an amount equal to one hundred sixty-five dollars,
except that a foreign limited liability company which has registered with the Secretary
of the State not later than ninety days after it has commenced transacting business in
this state shall not be liable for such monthly penalty. Such fees and penalties may be
levied by the Secretary of the State. The Attorney General may bring proceedings to
recover all amounts due this state under the provisions of this subsection.
(e) The civil penalty set forth in subsection (d) of this section may be recovered in
an action brought by the Attorney General. Upon a finding by the court that a foreign
limited liability company has transacted business in this state in violation of sections
34-100 to 34-242, inclusive, the court shall, in addition to imposing a civil penalty, issue
an injunction restraining further transaction of business by the foreign limited liability
company and the further exercise of any rights and privileges of a limited liability company in this state. The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which
the court may assess, have been paid and until the foreign limited liability company has
otherwise complied with the provisions of said sections.
(f) A member of a foreign limited liability company is not liable for the debts and
obligations of the limited liability company solely because that company transacted
business in this state without a valid certificate of registration.
(P.A. 93-267, S. 59; P.A. 97-228, S. 5, 7; P.A. 98-137, S. 24, 62; 98-219, S. 33, 34; P.A. 01-188, S. 4.)
History: P.A. 97-228 deleted Subsec. (d)(1) re penalty of $2,000 for each year or part thereof during which a foreign
limited liability company transacts business without a certificate of registration, renumbering remaining Subdivs. accordingly, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign limited liability
company transacts business without a certificate of registration and rephrasing provision re grace period, effective July 1,
1997; P.A. 98-137 amended Subsec. (d) to revise provision re grace period by providing that a foreign limited liability
company is not liable for the monthly penalty if it has registered "not later than ninety days after it has commenced
transacting" business in this state rather than not being liable "for the first three months or part thereof during which it
transacted business without such certificate", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137,
but without affecting this section; P.A. 01-188 amended Subsec. (c) to add provision that foreign limited liability company
may be served in the manner provided in Sec. 34-225(b).