NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.3051 Action commenced by foreign corporation without certificate of authority prohibited; applicability of prohibition; effect of failure to obtain certificate of authority on validity of contract and act of corporation; defense of action or proceeding.
Sec. 1051.
(1) A foreign corporation conducting affairs in this state without a certificate of authority shall not maintain an action or proceeding in any court of this state until the corporation has obtained a certificate of authority. An action commenced by a foreign corporation having no certificate of authority shall not be dismissed if a certificate of authority has been obtained before the order of dismissal. This prohibition applies to:
(a) A successor in interest of the foreign corporation, except a receiver, trustee in bankruptcy, or other representative of creditors of the corporation.
(b) An 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.
(2) Failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action or proceeding in a court of this state.
History: 1982, Act 162, Eff. Jan. 1, 1983
© 2009 Legislative Council, State of Michigan
