Civil penalty.
1.A foreign corporation conducting activities in this state may not maintain any action,
suit, or proceeding in any court of this state until it possesses a certificate of authority.
2.The failure of a foreign corporation to obtain a certificate of authority does not impair
the validity of any contract or act of the foreign corporation or prevent the foreign
corporation from defending any action, suit, or proceeding in any court of this state.
3.A foreign corporation, by conducting activities in this state without a certificate of
authority, appoints the secretary of state as its agent upon whom any notice, process,
or demand may be served.
4.A foreign corporation that conducts activities in this state without a valid certificate of
authority is liable to the state for
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Civil penalty.
1. A foreign corporation conducting activities in this state may not maintain any action,
suit, or proceeding in any court of this state until it possesses a certificate of authority.
2. The failure of a foreign corporation to obtain a certificate of authority does not impair
the validity of any contract or act of the foreign corporation or prevent the foreign
corporation from defending any action, suit, or proceeding in any court of this state.
3. A foreign corporation, by conducting activities in this state without a certificate of
authority, appoints the secretary of state as its agent upon whom any notice, process,
or demand may be served.
4. A foreign corporation that conducts activities in this state without a valid certificate of
authority is liable to the state for the years or parts of years during which it conducted
activities in this state without the certificate in an amount equal to all fees that would
have been imposed by this chapter upon that corporation had it duly obtained the
certificate, filed all reports required by this chapter, and paid all penalties imposed by
this chapter. The attorney general shall bring proceedings to recover all amounts due
this state under this section.
5. A foreign corporation that conducts activities in this state without a valid certificate of
authority is subject to a civil penalty, payable to the state, not to exceed five thousand
dollars. Each director and each officer or agent who authorizes, directs, or participates
in the conduct of activity in this state on behalf of a foreign corporation that does not
have a certificate is subject to a civil penalty, payable to the state, not to exceed one
thousand dollars.
6. The civil penalties set forth in subsection 5 may be recovered in an action brought
within the district court of Burleigh County by the attorney general. Upon a finding by
the court that a foreign corporation or any of its members, directors, officers, or agents
have conducted activities in this state in violation of this chapter, the court shall issue,
in addition to the imposition of a civil penalty, an injunction restraining the further
conduct of the activity of the foreign corporation and the further exercise of any rights
and privileges by the corporation in this state. The foreign corporation must be
enjoined from conducting activities in this state until all civil penalties plus any interest
and court costs that the court may assess have been paid and until the foreign
corporation has otherwise complied with this chapter.
7. A member of a foreign corporation is not liable for the debts and obligations of the
corporation solely by reason of the corporation having conducted activity in this state
without a valid certificate of authority.