N.D. Cent. Code § 10-19.1-142

10-19.1-142. Foreign corporation - Transaction of business without certificate of

authority.

1. A foreign corporation transacting business in this state may not maintain any claim,

action, suit, or proceeding in any court of this state until it possesses a certificate of

authority.

2. The failure of a foreign corporation to obtain a certificate of authority does not impair

the validity of any contract or act of the foreign corporation or prevent the foreign

corporation from defending any claim, action, suit, or proceeding in any court of this

state.

3. A foreign corporation, by transacting business in this state without a certificate of

authority, appoints the secretary of state as its agent upon whom any notice, process,

or demand may be served.

4. A foreign corporation that transacts business in this state without a valid certificate of

authority is liable to the state for the years or parts of years during which it transacted

business in this state without the certificate in an amount equal to all fees that would

have been imposed by this chapter upon that corporation had it duly obtained the

certificate, filed all reports required by this chapter, and paid all penalties imposed by

this chapter. The attorney general shall bring proceedings to recover all amounts due

this state under the provisions of this section.

5. A foreign corporation that transacts business in this state without a valid certificate of

authority is subject to a civil penalty, payable to the state, and not to exceed five

thousand dollars. Each director and each officer or agent who authorizes, directs, or

participates in the transaction of business in this state on behalf of a foreign

corporation that does not have a certificate is subject to a civil penalty, payable to the

state, and not to exceed one thousand dollars.

6. The civil penalties set forth in subsection 5 may be recovered in an action brought

within the district court of Burleigh County by the attorney general. Upon a finding by

the court that a foreign corporation or any of its members, directors, officers, or agents

have transacted business in this state in violation of this chapter, the court shall issue,

in addition to the imposition of a civil penalty, an injunction restraining the further

transaction of the business of the foreign corporation and the further exercise of any

rights and privileges by the corporation in this state. The foreign corporation must be

enjoined from transacting business in this state until all civil penalties plus any interest

and court costs that the court may assess have been paid and until the foreign

corporation has otherwise complied with the provisions of this chapter.

7. A member of a foreign corporation is not liable for the debts and obligations of the

corporation solely by reason of the corporation having transacted business in this state

without a valid certificate of authority.