Civil penalty. 1. A foreign corporation conducting activities in this state may not maintain any 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 action, suit, or proceeding in any court of this state. 3. A foreign corporation, by conducting activities 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 conducts activities in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it conducted activities 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 this section. 5. A foreign corporation that conducts activities 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 director and each officer or agent who authorizes, directs, or participates in the conduct of activity 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, 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 conducted activities 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 conduct of the activity 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 conducting activities 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 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 conducted activity in this state without a valid certificate of authority.
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