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



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



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



(d)  A foreign corporation that transacts
business in this State without a certificate of authority shall be liable to
this State, for the years or parts thereof during which it transacted business
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 transact business
in this State as required by this chapter and thereafter filed all reports
required by this chapter, plus all 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 this section.



(e)  Notwithstanding subsections (a) and (b),
the failure of a foreign corporation to obtain a certificate of authority does
not impair the validity of its corporate acts or prevent it from defending any
proceeding in this State. [L 2000, c 244, pt of §1]