180.1502 Consequences of transacting business without authority.

(1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

(2) Neither the successor to a foreign corporation that transacted business in this state without a certificate of authority, if a certificate of authority was required under s. 180.1501, nor the assignee of a cause of action arising out of that business may 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 may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(4) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.

(5)

(a) A foreign corporation that transacts business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to all of the following:

1. All fees and other charges that would have been imposed by this chapter on the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required by s. 180.1501 and thereafter filed all reports required by this chapter.

2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.

(b) The foreign corporation shall pay the amount owed under par. (a) to the department, and the department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation's obligation to pay to the department any amount owed under this subsection.

History: 1989 a. 303; 1995 a. 27.