§415B-127 Conducting affairs without certificate of authority. (a) No foreign corporation which is conducting affairs in this State without a certificate of authority shall be permitted to maintain any action or proceeding in any court of this State until the corporation has obtained a certificate of authority. No action or proceeding shall 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 conduct of affairs by the corporation in this State, until a certificate of authority has been obtained by the corporation or by a corporation which [has] acquired all, or substantially all, of its assets.

(b) The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this State shall not impair the validity of any contract or act of such corporation and shall not prevent such corporation from defending any action or proceeding in any court of this State.

(c) A foreign corporation which conducts affairs in this State without a certificate of authority shall be liable to this State, for any year or portion thereof, during which the corporation conducted affairs in this State without a certificate of authority in an amount equal to all fees which would have been imposed by this chapter upon such corporation had it duly applied for and received a certificate of authority to conduct affairs in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all interest and penalties imposed by this chapter for failure to pay such fees. The attorney general shall bring proceedings to recover any amount due this State pursuant to this section. [L 1985, c 270, pt of §1; am L 1987, c 135, §187]