Dear Tahira,

There are several consequences of failing to register your foreign entity that we summarize in our article about foreign entity registration.

To summarize here, if your company is doing business in another state without a Certificate of Authority, it will not be able to maintain an action, suit, or proceeding in a court in that state until it registers; the Attorney General can enjoin (stop) your company from doing business in the state; your company is subject to a civil penalty equal to all fees and taxes that would have been imposed if it had registered when first required; and if the company has transacted business in the state for more than ninety (90) days, the Secretary of State may condition the filing of the registration on the payment of a late filing fee equal to the registration fee for each year or part of year of delinquency.