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Case: Ryan v. Cerullo
Question: If required to qualify to do intrastate business in a state, a foreign corporation must apply for a certificate of authority from the secretary of state, pay an application fee, maintain a registered office and a registered agent in the state, file an annual report with the secretary of state, and pay an annual fee.
Doing an intrastate business without qualifying usually subjects a foreign corporation to a find, in some states as much as $10,000. The MBCA disables the corporation to use the state's courts to bring a lawsuit until it obtains a certificate of authority. The corporation may defend itself in the state's courts, however, even if it has no certificate of authority.
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