§ 808. Doing business without certificate of authority. (a) A foreign
limited liability company doing business in this state without having
received a certificate of authority to do business in this state may not
maintain any action, suit or special proceeding in any court of this
state unless and until such limited liability company shall have
received a certificate of authority in this state.

(b) The failure of a foreign limited liability company that is doing
business in this state to comply with the provisions of this chapter
does not impair the validity of any contract or act of the foreign
limited liability company or prevent the foreign limited liability
company from defending any action or special proceeding in any court of
this state.

(c) A member, manager or agent of a foreign limited liability company
is not liable for the contractual obligations or other liabilities of
the foreign limited liability company solely by reason of the limited
liability company's doing or having done business in this state without
having received a certificate of authority.

(d) By doing business in this state without authority, a foreign
limited liability company appoints the secretary of state as its agent
for service of process with respect to causes of action arising out of
doing business in this state. In any such case, process against such
foreign limited liability company may be served upon the secretary of
state in the manner set forth in article three of this chapter.