[§414-432]  Consequences of transactingbusiness without authority.  (a)  A foreign corporation transactingbusiness in this State without a certificate of authority may not maintain aproceeding in any court in this State until it obtains a certificate ofauthority.

(b)  The successor to a foreign corporationthat transacted business in this State without a certificate of authority andthe assignee of a cause of action arising out of that business may not maintaina proceeding based on that cause of action in any court in this State until theforeign corporation or its successor obtains a certificate of authority.

(c)  A court may stay a proceeding commenced bya foreign corporation, its successor, or assignee until it determines whetherthe foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until theforeign corporation or its successor obtains the certificate.

(d)  A foreign corporation that transactsbusiness in this State without a certificate of authority shall be liable tothis State, for the years or parts thereof during which it transacted businessin this State without a certificate of authority, in an amount equal to allfees that would have been imposed by this chapter upon the corporation had itduly applied for and received a certificate of authority to transact businessin this State as required by this chapter and thereafter filed all reportsrequired by this chapter, plus all penalties imposed by this chapter forfailure to pay the fees.

The attorney general shall bring proceedings torecover all amounts due this State under this section.

(e)  Notwithstanding subsections (a) and (b),the failure of a foreign corporation to obtain a certificate of authority doesnot impair the validity of its corporate acts or prevent it from defending anyproceeding in this State. [L 2000, c 244, pt of §1]