§ 7-6-89. Conducting affairs without certificate of authority.
(a) No foreign corporation that is conducting affairs 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 has obtained a certificate of authority.
Nor shall any action, suit, 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 conduct of affairs by the corporation in this state, until a certificate
of authority has been obtained by the corporation or by a corporation that ha
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§ 7-6-89. Conducting affairs without certificate of authority.
(a) No foreign corporation that is conducting affairs 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 has obtained a certificate of authority.
Nor shall any action, suit, 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 conduct of affairs by the corporation in this state, until a certificate
of authority has been obtained by the corporation or by a corporation that 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 does not impair the validity of any contract or act of the corporation,
and does not prevent the corporation from defending any action, suit, or proceeding
in any court of this state.
(c) A foreign corporation that conducts affairs in this state without a certificate of
authority is liable to this state, for the years or parts of years during which it
conducted affairs in this state without a certificate of authority, in an amount equal
to all fees that would have been imposed by this chapter upon the corporation had
it duly applied for and received a certificate of authority to conduct affairs in
this state as required by this chapter and subsequently filed all reports required
by this chapter, plus all interest and 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.