§ 1626. Failure to register; enforcing compliance
(a) A person transacting business in this State who is not registered with the Secretary
of State as required under this subchapter and any successor to the person or assignee
of a cause of action arising out of the business of the person, may not maintain an
action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in
this State until the person, successor, or assignee registers with the Secretary.
(b) The failure of a person to register as required under this subchapter does not impair
the validity of a contract or act of the person or preclude it from defending an action
or proceeding in this State.
(c) An individual does not waive a limitation on his or her personal liability afforded
by other law solely by transacting business in this State without registering with
the Secretary of State as required under this subchapter.
(d) If a person transacts business in this State without registering with the Secretary
of State as required under this subchapter, the Secretary is its agent for service
of process with respect to a right of action arising out of the transaction of business
in this State.
(e) A person that transacts business in this State without registering with the Secretary
of State as required under this subchapter shall be liable to the State for:
(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each
year, it transacts business in this State without a registration;
(2) an amount equal to the fees due under this subchapter during the period it transacted
business in this State without a registration; and
(3) other penalties imposed by law.
(f) The Attorney General may maintain an action in the Civil Division of the Superior
Court to collect the penalties imposed in subsection (e) of this section and to restrain
a person from transacting business in this State in violation of this subchapter. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 4; 1995, No. 179 (Adj. Sess.), § 10; 2015, No. 128 (Adj. Sess.), § C.3; 2025, No. 10, § 4, eff. July 1, 2025.)