Rhode Island § 7-6-89 - Rhode Island Nonprofit Corporation Act

§ 7-6-89. Conducting affairs without certificate of authority.

(a) No foreign corporation that is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until the corporation has obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the conduct of affairs by the corporation in this state, until a certificate of authority has been obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.

(b) The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.

(c) A foreign corporation that conducts affairs in this state without a certificate of authority is liable to this state, for the years or parts of years during which it conducted affairs in this state without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to conduct affairs in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all interest and penalties imposed by this chapter for failure to pay the fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.