§ 33-1211 — Consequences of conducting affairs without authority.

(a) A foreign corporation conducting affairs in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that conducted affairs in this state without a certificate of authority and the assignee of a cause of action arising out of those affairs may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor corporation obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains a certificate of authority. (d) A foreign corporation is liable to this state, for the years or parts thereof during which it conducted affairs in this state without a certificate of authority, in an amount equal to (1) all fees and taxes which would have been imposed by law upon such corporation had it duly applied for and received such certificate of authority to conduct affairs in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign corporation is further liable to this state, for each month or part thereof during which it conducted affairs in this state without a certificate of authority, in an amount equal to three hundred dollars, except that a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced conducting affairs 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 shall bring such action as he may deem necessary to recover any amounts due the state under the provisions of this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from conducting affairs in this state until such time as such fees and penalties have been paid. Any action to enforce liability under this section shall be brought by the Attorney General not later than three years after the date of the levy assessed by the Secretary of the State. (e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

Legislative History

(P.A. 96-256, S. 140, 209; P.A. 97-228, S. 2, 7; P.A. 98-137, S. 17, 62; 98-219, S. 33, 34; P.A. 09-83, S. 2; P.A. 24-111, S. 41.) History: P.A. 96-256 effective January 1, 1997; P.A. 97-228 deleted Subsec. (d)(3) re penalty of $2,000 for each year or part thereof during which a foreign corporation conducts affairs without a certificate of authority, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign corporation conducts affairs without a certificate of authority and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (d) to revise grace period by providing that a corporation is not liable for the monthly penalty if it has obtained a certificate of authority “not later than ninety days after it has commenced conducting” affairs in this state rather than not being liable “for the first three months or part thereof during which it conducted affairs 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. 09-83 amended Subsec. (d) to increase penalty from $165 to $300 for each month or part thereof that a foreign corporation conducts affairs without a certificate of authority and to make a technical change; P.A. 24-111 amended Subsec. (d) to add that action to enforce liability shall be brought by Attorney General not later than 3 years after date of levy assessed by Secretary of the State, effective June 4, 2024.