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

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

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

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

(e)  A foreign limited liability company whichtransacts business in this State without a certificate of authority, shall beliable to the State in an amount equal to all fees and penalties which wouldhave been imposed by this chapter upon that foreign limited liability companyhad it obtained such a certificate and filed all records and reports requiredby this chapter.  The attorney general may bring proceedings to recover allamounts due this State under the provisions of this section. [L 1996, c 92, ptof §1]