15A:13-11. Conducting activities without certificate of authority

291 words·~1 min read·/nj/title-15a/chapter-13/15a-13-11

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

a. A foreign corporation conducting activities in this State without a certificate of authority shall not maintain any action or proceeding in any court of this State, until the corporation obtains a certificate of authority. This prohibition shall apply to:

(1)Any successor in interest of the foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of the corporation; and

(2)Any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this State.

b. The failure of a foreign corporation to obtain a certificate of authority to conduct activities in this State shall not impair the validity of any contract or act of the corporation, and shall not prevent the corporation from defending any action or proceeding in any court of this State.

c. In addition to any other liabilities imposed by law, a foreign corporation which conducts activities in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year from and after the effective date of this act in which it shall have conducted activities in this State without a certificate of authority, provided that the number of years for which a penalty may be forfeited shall not exceed five. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise.

d. The prohibitions of this section shall not be operative until 90 days after the effective date of this act.

L.1983, c. 127, s. 15A:13-11, eff. Oct. 1, 1983.