2005 Idaho Code - 53-656 — TRANSACTION OF BUSINESS WITHOUT REGISTRATION

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-656.  TRANSACTION OF BUSINESS WITHOUT REGISTRATION. (1) A foreign
limited liability company transacting business in this state may not maintain
an action, suit, or proceeding in a court of this state until it has
registered in this state.
    (2)  The failure of a foreign limited liability company to register in
this state does not:
    (a)  Impair the validity of any contract or act of the foreign limited
    liability company;
    (b)  Affect the right of any other party to the contract to maintain any
    action, suit or proceeding on the contract; or
    (c)  Prevent the foreign limited liability company from defending any
    action, suit or proceeding in any court of this state.
    (3)  A foreign limited liability company which transacts business in this
state without registration shall be liable to the state for the years or parts
thereof during which it transacted business in this state without registration
in an amount equal to all fees which would have been imposed by the provisions
of this chapter upon that foreign limited liability company had it duly
registered, and all penalties imposed by the provisions of this chapter. The
attorney general may bring proceedings to recover all amounts due this state
under the provisions of this section.
    (4)  A foreign limited liability company which transacts business in this
state without registration shall be subject to a civil penalty, payable to the
state, not to exceed five thousand dollars ($5,000).
    (5)  The civil penalty set forth in subsection (4) of this section may be
recovered in an action brought within a court by the attorney general upon a
finding by the court that a foreign limited liability company has transacted
business in this state in violation of the provisions of this chapter. The
court shall issue, in addition to the imposition of a civil penalty, an
injunction restraining further transactions of the business of the foreign
limited liability company and the further exercise of any limited liability
company's rights and privileges in this state. The foreign limited liability
company shall be enjoined from transacting business in this state until all
civil penalties plus any interest and court costs which the court may assess
have been paid and until the foreign limited liability company has otherwise
complied with the provisions of this chapter.
    (6)  A member or manager of a foreign limited liability company is not
liable for the debts and obligations of the limited liability company solely
because the limited liability company transacted business in this state
without registration.
    (7)  Foreign limited liability companies transacting business in Idaho
prior to the effective date of this chapter, may register with the secretary
of state in accordance with the provisions of section 53-651, Idaho Code,
within two (2) months from the effective date of this chapter without any
penalty under the provisions of section 53-656(4), Idaho Code.