N.D. Cent. Code § 10-32.1-84

10-32.1-84. Foreign limited liability company - Effect of failure to have a certificate of

authority.

1. 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.

2. 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 company from defending an action or proceeding in this state.

3. A member, manager, or governor of a foreign limited liability company is not liable for

the debts, obligations, or other liabilities of the company solely because the company

transacted business in this state without a certificate of authority.

4. If a foreign limited liability company transacts business in this state without a certificate

of authority or cancels its certificate of authority, then it appoints the secretary of state

as its agent for service of process for rights of action arising out of the transaction of

business in this state.

5. A foreign limited liability company that transacts business in this state without a valid

certificate of authority is subject to a civil penalty, payable to the state, not to exceed

five thousand dollars. Each governor or, in the absence of governors, each member or

agent who authorizes, directs, or participates in the transaction of business in this

state on behalf of a foreign limited liability company that does not have a certificate is

subject to a civil penalty, payable to the state, 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 limited liability company or any of its members, governors, 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 limited liability company and the further

exercise of the rights and privileges of the foreign limited liability company in this state.

The foreign limited liability company 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 limited liability company has otherwise complied

with the provisions of this chapter.