2009 Nebraska Code
Chapter 21 CORPORATIONS AND OTHER COMPANIES
21-20,169 Foreign corporation; transacting business without certificate of authority; effect.

21-20,169. Foreign corporation; transacting business without certificate of authority; effect.

(1) 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.

(2) 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.

(3) A court in this state may stay a proceeding commenced by a foreign corporation, its successor, or its assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If the court determines that a certificate of authority is required, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(4) A foreign corporation shall be liable for a civil penalty of five hundred dollars for each day, but not to exceed a total of ten thousand dollars for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection and shall remit them to the State Treasurer for credit to the permanent school fund.

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

Source

Laws 1995, LB 109, § 169.

Cross References

Permanent school fund, see Article VII, section 5, Constitution of Nebraska.