§ 1312. Actions or special proceedings by unauthorized foreign

corporations.

(a) A foreign corporation doing business in this state without
authority shall not maintain any action or special proceeding in this
state unless and until such corporation has been authorized to do
business in this state and it has paid to the state all fees and taxes
imposed under the tax law or any related statute, as defined in section
eighteen hundred of such law, as well as penalties and interest charges
related thereto, accrued against the corporation. This prohibition shall
apply to any successor in interest of such foreign corporation.

(b) The failure of a foreign corporation to obtain authority to do
business in this state shall not impair the validity of any contract or
act of the foreign corporation or the right of any other party to the
contract to maintain any action or special proceeding thereon, and shall
not prevent the foreign corporation from defending any action or special
proceeding in this state.