§415-124 Transacting business without certificate of authority. No foreign corporation transacting business in this State without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this State, until the corporation shall have obtained a certificate of authority. Nor shall any action or proceeding be maintained in any court of this State by any successor or assignee of the corporation on any right, claim, or demand arising out of the transaction of business by the corporation in this State, until a certificate of authority shall have been obtained by the corporation or by a corporation which has acquired all or substantially all of its assets.

The failure of a foreign corporation to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of the corporation, and shall not prevent the corporation from defending any action, suit, or proceeding in any court of this State.

A foreign corporation which transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees which would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to transact business in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees.

The attorney general shall bring proceedings to recover all amounts due this State under the provisions of this section. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §90]