AL ALABAMA Ala. Code 10-2B-15.02 (2009) [Transferred, effective January 1, 2011, to 10A-2-15.02.] No monetary penalties listed. May invalidate in-state contracts made by unqualified foreign corporations. Cannot maintain a suit. Special language for contracts involving a mortgage or interest in real property. AK ALASKA Alaska Stat. 10.06.710; 10.06.713; 10.06.715 (2009) Liable for all fees/taxes plus penalties (up to $10,000 per calendar year). until compliant, but can defend suit. Does not impair the validity of corporate act or contract. AZ ARIZONA Ariz. Rev. Stat. 10-1502 (2009) Liable for all fees during noncompliance, plus penalty not to exceed Attorney General or any other person can seek to restrain unqualified corporation from doing business. of authority. If the court so determines, it may further stay the proceeding until the foreign corporation obtains the certificate of authority. AR ARKANSAS Ark. Code. Ann. 4-27-1502 (2009) Penalties include the total of all fees for each year or partial year of non-compliance, plus a penalty of not more than $5,000 per year or partial year of non-compliance. Court can impose an injunction restraining the corporation from further transactions until all civil penalties, interest, and court costs are paid, and the corporation has complied with the authorization requirement. of authority. If the court so determines, it may further stay the proceedings until the foreign corporation obtains a certificate. Does not impair the validity of CA CALIFORNIA Cal. Corp. Code 2203; 2258; 2259 (2009) Guilty of a misdemeanor, punishable by fine of not less than $500 nor more than $1,000; minimum penalty of $20/day; a penalty of $250 in addition to fees. Cannot maintain any proceeding upon any intrastate business commenced prior to compliance and payment of a $250 penalty in addition to fees due. "Any person" acting as an agent may be guilty of a misdemeanor punishable by fine of not less than $50 nor more than $600. "Any person" acting as an agent may be guilty of misdemeanor punishable by fine of not less than $50 nor more than $600. CO COLORADO Colo. Rev. Stat. 7-90-802 (2009) Liable for fee set by Secretary of State not to exceed $100 for each full or partial calendar year of non-compliance. Also subject to penalty not to exceed $5,000. Can also seek to enjoin unqualified corporation from doing business until all amounts due, plus court costs, are paid and corporation is compliant. Cannot institute suit for collection of debts until compliant, but can defend suit. A court may stay proceeding commenced by a foreign corporation until it determines whether corporation requires a certificate of authority. If the court so determines, it may further stay a proceeding until the foreign corporation obtains the certificate of authority. Does not impair the validity of CT CONNECTICUT Conn. Gen. Stat. 33-921 (2009) Liable for fees and corporate taxes, plus penalties of $300 each month and accrued interest for nonpayment. until compliant, but can defend suit. A court may stay a proceeding commenced by a foreign corporation until it determines whether the foreign corporation requires a certificate of authority. Does not impair the validity of
DE DELAWARE Del. Code Ann. tit. 8, 378; 383; 384 (2009) Penalties not less than $200 nor more than $500 for each offense. Attorney General may seek to enjoin unqualified corporation from doing business. unless and until compliant, but can defend suit. Does not impair the validity of corporate acts or Liable for fine of between $100 and $500 for each offense. DC WASHINGTON, DC D.C. Code Ann. 29-101.119 (2009) Liable for fees and other charges not to exceed $500. until compliant, but can defend suit. Does not impair the validity of corporate acts or FL FLORIDA Fla. Stat. Ann. 607.1502 (2009) Liable for fees plus a fine of $500 - $1,000 for each year or part-year of noncompliance. the corporation's contracts, deeds, mortgages, security interests, or GA GEORGIA Ga. Code Ann. 14-2-1502 and 14-2-122 (2009) Liable for all fees during noncompliance, plus penalty of $500. until compliant, but can defend suit. Does not impair the validity of HI HAWAII Haw. Rev. Stat. Ann. 414-432 (2009) Liable for all fees during noncompliance, plus an unspecified penalty for failure to pay the fees (certificate of authority fee is $100). ID IDAHO Idaho Code 30-1-1502 (2009) IL ILLINOIS 805 Ill. Comp. Stat. 5/13.70 (2009) during noncompliance, and a $200 fee plus $5 for each month of violation, or 10% of unpaid filing/license/and franchise fees, whichever is greater. until compliant, but can defend suit. Does not IN Ind. Code Ann. 23-1-49-2 (2009) Penalty not to exceed $10,000. INDIANA
IA IOWA Iowa Code Ann. 490-1502 (2009) Penalty not to exceed $1000. KS KANSAS Kan. Stat. Ann. 17-7307; 17-7308 (2009) Attorney General may seek to enjoin unqualified corporation from doing business. unless and until compliant (although this prohibition doesn't apply to successor in interest), but can defend suit. A court may stay a proceeding commenced by a foreign corporation until it determines whether the foreign corporation requires a certificate of authority. Does not impair the validity of corporate acts or KY KENTUCKY Ky. Rev. Stat. Ann. 271B.15-020 (2009) Penalty of $2/day, not to exceed $500 per year. LA LOUISIANA La. Rev. Stat. Ann. 12:314; 12:315 (2009) during noncompliance, not less than $25 nor more than $500, and in addition $50 each day it fails to register, up to a maximum of unless compliant, but can defend suit. Does not Liable for fine of $25 - $500, or in the event of nonpayment, imprisonment of from 3 days to 4 months. ME MAINE Me. Rev. Stat. Ann. tit. 13-C, 1502 (2009) Penalty of $500 for each year, or portion thereof. corporate acts or MD MARYLAND Md. Code Ann., Corps. & Ass ns 7-301; 7-302; 7-303; 7-304; 7-305 (2009) Penalty of $200, which may be reduced or abated; plus a penalty of $5 and an additional $1 for each ten days of the period of failure to comply. unless it has complied with authorization requirements, but can defend suit. $1,000; guilty of misdemeanor. $1,000; guilty of misdemeanor.
MA MASSACHUSETTS Mass. Gen. Laws Ann. ch. 156D, 15.02 (2009) Penalty in an amount equal to (1) all late fees which would have been imposed by law had the foreign corporation qualified to do business, and (2) all interest and penalties imposed by law for failure to pay the fees. The foreign corporation is also liable for each month or part thereof during which it transacted business without qualification in an amount determined by the Secretary of State. MI MICHIGAN Mich. Comp. Laws 450.2051; 450.2055 (2009) Penalty of not less than $100 nor more than $1,000 per calendar month for not more than 5 preceding years. Penalty cannot exceed $10,000 plus costs. MN MINNESOTA Minn. Stat. Ann. 303.20 (2009) Penalty not to exceed $1,000, plus $100 for each month of noncompliance. until compliant, but can defend suit. Does not MS MISSISSIPPI Miss. Code Ann. 79-4-15.02 (2009) Penalty of $10 per day, not to exceed $1,000 per year. MO MISSOURI Mo. Ann. Stat. 351.574 (2009) Minimum penalty of $1,000 (no maximum stated in the statute). MT MONTANA Mont. Code Ann. 35-1-1027 (2009) Penalty of $5 per day, not to exceed $1,000 per year. NE NEBRASKA Neb. Rev. Stat. Ann. 21-20,169 (2009) Penalty of $500 for each day, not to exceed $10,000 per year.
NV NEVADA Nev. Rev. Stat. Ann. 80.055; 80.095 (2009) Minimum penalty of $500 (no maximum stated in the statute). Corporation may not commence or maintain suit until compliant, and can be denied benefit of statute of limitations. However, an action may be commenced if an extraordinary remedy available pursuant to Chapter 31 of the Nev. Rev. Stat. Ann. is all or part of the relief sought. NH NEW HAMPSHIRE N.H. Rev. Stat. Ann. 293-A:15.02 (2009) NJ NEW JERSEY N.J. Stat. Ann. 14A:13-11; 14A:13-12 (2009) Minimum penalty of $200, and up to $1,000 per calendar year for up to 5 years, plus costs. Attorney General may seek to enjoin unqualified corporation from doing business. NM NEW MEXICO N.M. Stat. Ann. 53-17-20 (2009) during noncompliance, plus $200 for each offense. NY NEW YORK N.Y. Bus. Corp. Law 1303; 1312 (2009) Attorney General may seek to enjoin unqualified corporation from doing business. unless and until compliant, but can defend suit. Does not impair the validity of corporate acts or NC NORTH CAROLINA N.C. Gen. Stat. 55-15-02 (2009) during noncompliance, and a penalty of $10 per day not to exceed $1,000 per year. unless unless compliant, but can defend suit. Does not impair the validity of ND NORTH DAKOTA N.D. Cent. Code 10-19.1-142 (2009) during noncompliance, and a penalty not to exceed $5,000. OH OHIO Ohio Rev. Code Ann. 1703.28; 1703.29; 1703.30 1703.99 (2009) Penalty ("forfeiture") not less than $250 nor more than $10,000, plus fees, taxes and 6% per annum interest. impair the validity of corporate Can be found guilty of a 4th degree misdemeanor.
OK OKLAHOMA Okla. Stat. Ann. tit. 18, 1134, 1137, 1138 (2009) Minimum penalty of $200 but not more than $500 for each offense. Attorney General may seek to enjoin unqualified corporation from doing business. unless and until compliant (although this prohibition doesn't apply to successor in interest), but can defend suit. Does not impair the validity of corporate acts or Liable for fine of not less than $100 nor more than $500 for each offense. OR OREGON Or. Rev. Stat. 60.704 (2009) Liable for all fees that would have been imposed if the corporation had registered. PA PENNSYLVANIA 15 Pa. Cons. Stat. 4141 (2009) Real and personal property shall not revert back to the state. No other monetary penalty listed. RI RHODE ISLAND R.I. Gen. Laws 7-1.2-1418 (2009) Liable for amount equal to all fees and franchise taxes which would have been imposed on the corporation if it had registered, plus penalties for failure to pay fees. SC SOUTH CAROLINA S.C. Code Ann. 33-15-102 (2009) Penalty of $10 per day, not to exceed $1,000 for each year it transacts business. of authority. Does not impair the validity of SD SOUTH DAKOTA S.D. Codified Laws 47-1A-1502; 47-1A-1502.2 (2009) Penalty of $100/day, not to exceed $1,000/year. Cannot institute suit for collection of debts until compliant, but can defend suit. A court may stay proceeding commenced by a foreign corporation until it determines whether corporation requires a certificate of authority. If the court so determines, it may further stay a proceeding until the foreign corporation obtains the certificate of authority. Does not impair the validity of TN TENNESSEE Tenn. Code Ann. 48-25-102 (2009) Liable for treble the amount of all fees, penalties and taxes, plus interest which would have been imposed had the corporation registered. TX TEXAS Tex. Bus. Org. Code Ann. 9.051; 9.052; 9.054 (2009) and interest Late filing fee equal to the registration fee for each year of delinquency, counting partial year as full year, if corporation transacts business in the state for more than 90 days. unless compliant, but can defend suit. Does not
UT UTAH Utah Code Ann. 16-10a-1502 (2009) during noncompliance, and a penalty of $100 per day, not to exceed $5,000. VT VERMONT Vt. Stat. Ann. 11A, 15.02 (2009) during noncompliance, and a penalty of $50 per day, not to exceed $1,000 per year. Attorney General may seek to enjoin unqualified corporation from doing business. VA VIRGINIA Va. Code Ann. 13.1-758 (2009) No monetary penalties listed. Each officer/director/employee can be liable for a penalty of not less than $500 nor more than $5,000. Each officer/director/employee can be liable for a penalty of not less than $500 nor more than $5,000. WA WASHINGTON Wash. Rev. Code Ann. 23B.15.020 (2009) WV WEST VIRGINIA W.Va. Code Ann. 31D-15-1502 (2009) until compliant, but can defend suit. A circuit court may stay a proceeding commenced by a foreign corporation until it determines whether the foreign corporation requires a certificate of authority. Does not impair the validity of WI WISCONSIN Wis. Stat. Ann. 180.1502 (2009) during noncompliance, and lesser of $5,000 or 50% of all of those fees. of authority. Does not impair the validity of corporate acts or title to any property in the state. WY WYOMING Wyo. Stat. Ann. 17-16-1502 (2009) Liable for all fees and license taxes during noncompliance, plus 18% interest on those fees, as well as a penalty of $5,000.