Section 808. Doing business without certificate of authority  


Latest version.
  • (a) A foreign
      limited liability company doing business in this  state  without  having
      received a certificate of authority to do business in this state may not
      maintain  any  action,  suit  or special proceeding in any court of this
      state unless  and  until  such  limited  liability  company  shall  have
      received a certificate of authority in this state.
        (b)  The  failure of a foreign limited liability company that is doing
      business in this state to comply with the  provisions  of  this  chapter
      does  not  impair  the  validity  of  any contract or act of the foreign
      limited liability company  or  prevent  the  foreign  limited  liability
      company  from defending any action or special proceeding in any court of
      this state.
        (c) A member, manager or agent of a foreign limited liability  company
      is  not  liable  for the contractual obligations or other liabilities of
      the foreign limited liability company solely by reason  of  the  limited
      liability  company's doing or having done business in this state without
      having received a certificate of authority.
        (d) By doing business in  this  state  without  authority,  a  foreign
      limited  liability  company appoints the secretary of state as its agent
      for service of process with respect to causes of action arising  out  of
      doing  business  in  this  state. In any such case, process against such
      foreign limited liability company may be served upon  the  secretary  of
      state in the manner set forth in article three of this chapter.