2006 Minnesota Statutes

303.20 FOREIGN CORPORATION MAY NOT MAINTAIN ACTION UNLESS
LICENSED.
No foreign corporation transacting business in this state without a certificate of authority
shall be permitted to maintain an action in any court in this state until such corporation shall have
obtained a certificate of authority; nor shall an action be maintained in any court by any successor
or assignee of such corporation on any right, claim, or demand arising out of the transaction of
business by such corporation in this state until a certificate of authority to transact business in
this state shall have been obtained by such corporation or by a corporation which has acquired
all, or substantially all, of its assets. If such assignee shall be a purchaser without actual notice
of such violation by the corporation, recovery may be had to an amount not greater than the
purchase price. This section shall not be construed to alter the rules applicable to a holder in due
course of a negotiable instrument.
The failure of a foreign corporation to obtain a certificate of authority to transact business in
this state does not impair the validity of any contract or act of such corporation, and shall not
prevent such corporation from defending any action in any court of this state.
Any foreign corporation which transacts business in this state without a certificate of
authority shall forfeit and pay to this state a penalty, not exceeding $1,000, and an additional
penalty, not exceeding $100, for each month or fraction thereof during which it shall continue to
transact business in this state without a certificate of authority therefor. Such penalties may be
recovered in the district court of any county in which such foreign corporation has done business
or has property or has a place of business, by an action, in the name of the state, brought by
the attorney general.
History: (7495-20) 1935 c 200 s 20