§ 7-1.2-1418 - Transacting business without certificate of authority.
SECTION 7-1.2-1418
§ 7-1.2-1418 Transacting business withoutcertificate of authority. – (a) No foreign corporation transacting business in this state without acertificate of authority is permitted to maintain any action, suit, orproceeding in any court of this state, until the corporation has obtained acertificate of authority. Nor may any action, suit, or proceeding be maintainedin any court of this state by any successor or assignee of the corporation onany right, claim, or demand arising out of the transaction of business by thecorporation in this state, until a certificate of authority has been obtainedby the corporation or by its successor.
(b) The failure of a foreign corporation to obtain acertificate of authority to transact business in this state does not impair thevalidity of any contract or act of the corporation, and does not prevent thecorporation from defending any action, suit, or proceeding in any court of thisstate.
(c) A foreign corporation which transacts business in thisstate without a certificate of authority is liable to this state, for the yearsor parts of years during which it transacted business in this state without acertificate of authority, in an amount equal to all fees and franchise taxeswhich would have been imposed upon the corporation had it duly applied for andreceived a certificate of authority to transact business in this state asrequired by this chapter and subsequently filed all reports required by thischapter, plus all penalties imposed by this chapter for failure to pay the feesand franchise taxes. The attorney general may bring proceedings to recover allamounts due this state under the provisions of this section.
(d) The superior court has jurisdiction to enjoin any foreigncorporation, or any agent of a foreign corporation, from transacting anybusiness in this state if the corporation fails to comply with any section ofthis chapter applicable to it or if the corporation secured a certificate ofthe secretary of state under §§ 7-1.2-1405 and 7-1.2-1406 on thebasis of false or misleading representations. The attorney general may, uponmotion or upon the relation of proper parties, proceed for this purpose bycomplaint in any county in which the corporation is doing business.