(1) A foreign limited liability company doing business in this state may not maintain any action, suit, or proceeding in this state until it has registered in this state, and has paid to this state all fees and penalties for the years or parts thereof, during which it did business in this state without having registered.

     (2) Neither the failure of a foreign limited liability company to register in this state nor the issuance of a certificate of cancellation with respect to a foreign limited liability company's registration in this state impairs:

     (a) The validity of any contract or act of the foreign limited liability company;

     (b) The right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or

     (c) The foreign limited liability company from defending any action, suit, or proceeding in any court of this state.

     (3) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in this state without registration.

[2010 c 196 § 12; 1994 c 211 § 907.]