[§428-1008]  Effect of failure to obtain
certificate of  authority.  (a)  A foreign limited liability company
transacting business in this State may not maintain an action or proceeding in
this State unless it has a certificate of authority to transact business in
this State.



(b)  The failure of a foreign limited liability
company to have a certificate of authority to transact business in this State
does not impair the validity of a contract or act of the company or prevent the
foreign limited liability company from defending an action or proceeding in
this State.



(c)  Limitations on the personal liability of
managers, members, and their transferees are not waived solely by transacting
business in this State without a certificate of authority.



(d)  If a foreign limited liability company
transacts business in this State without a certificate of authority, service of
process may be made upon the company as set forth in section 428-110(b) at any
address used by the company as its address for purposes of its business
transactions.



(e)  A foreign limited liability company which
transacts business in this State without a certificate of authority, shall be
liable to the State in an amount equal to all fees and penalties which would
have been imposed by this chapter upon that foreign limited liability company
had it obtained such a certificate and filed all records and reports required
by this chapter.  The attorney general may bring proceedings to recover all
amounts due this State under the provisions of this section. [L 1996, c 92, pt
of §1]