Mississippi Code
Miss. Code Ann. § 79-4-15.02 (2026)
Consequences of transacting business without authority
✓ current as of July 2026
- (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
- (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
- (c) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
- (d) A foreign corporation is liable for a civil penalty of Ten Dollars ($10.00) for each day, but not to exceed a total of One Thousand Dollars ($1,000.00) for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection.
- (e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such foreign corporation or prevent the foreign corporation from defending any action, suit or proceeding in any court of this state.
Laws, 1987, ch. 486, § 15.02; Laws, 2012, ch. 481, § 39, eff. 1/1/2013.
Notes of Decisions
Cited in 9
cases, 1988–2019 · leading case: ITL Int'l, Inc. v. Constenla, S.A., 669 F.3d 493 (5th Cir. 2012).
ITL Int'l, Inc. v. Constenla, S.A., 669 F.3d 493 (5th Cir. 2012). “The door-closing statute, enacted in 1988, provides that "[a] court may stay a proceeding commenced by a foreign corporation .”
Bailey v. Georgia Cotton Goods Co., 543 So. 2d 180 (Miss. 1989). “Miss. Code Ann. § 79-4-15.02 (Supp. 1988).”
Northfield Ins. v. Odom Indus., Inc., 119 F. Supp. 2d 631 (S.D. Miss. 2000). “The court's skepticism in this regard is buttressed by the fact that the legislature, in addition to Miss.Code Ann. § 79-4-15.02, has enacted another door closing statute applicable to unauthorized insurance companies selling fire insurance, see Miss.”
Term Limits Leadership Council, Inc. v. Clark, 984 F. Supp. 470 (S.D. Miss. 1997). “See Miss. Code Ann. § 79-4-15.02 (a) (“A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.”
Capital Assoc., Inc. v. Sally Southland, Inc., 529 So. 2d 640 (Miss. 1988). “See Miss. Code Ann. § 79-4-15.02 (Supp. 1987) (effective January 1, 1988).”
Cuba Timber Co., Inc. v. Boswell, 339 F. Supp. 2d 773 (S.D. Miss. 2004). “In its opinion addressing Boswell’s motion, the state court held that as “punishment for failure to obtain a license to do business within the State,” Miss.Code Ann. § 79-4-15.02 “prohibits [Cuba Timber] from maintaining any cause of action against any party within the State of…”
Carson v. McNeal, 375 F. Supp. 2d 509 (S.D. Miss. 2005). “02(a), Provident, as Southern’s assignee, is barred from using any federal or state court in Mississippi to enforce the mortgage and/or note of the subject transactions, see Miss.Code Ann. § 79-4-15.02(b). 3 In the court’s opinion, for a Variety of reasons, plaintiffs’ argument…”
Libbey v. Ridges, 113 F. App'x 3 (5th Cir. 2004). “” Miss.Code Ann. 79-4-15.02(a) (emphasis added).”
William Wes Fulgham & Fulgham Law Firm, PLLC v. Morgan & Morgan, PLLC & Morgan & Morgan, P.A. (Miss. Ct. App. 2019). “See Miss. Code Ann. § 79-4-15.02 (a) (Rev. 2013).”
— Miss. Code Ann. § 79-4-15.02(a) — 1 case
Libbey v. Ridges, 113 F. App'x 3 (5th Cir. 2004). “” Miss.Code Ann. 79-4-15.02(a) (emphasis added).”
— Miss. Code Ann. § 79-4-15.02(b) — 1 case
Carson v. McNeal, 375 F. Supp. 2d 509 (S.D. Miss. 2005). “02(a), Provident, as Southern’s assignee, is barred from using any federal or state court in Mississippi to enforce the mortgage and/or note of the subject transactions, see Miss.Code Ann. § 79-4-15.02(b). 3 In the court’s opinion, for a Variety of reasons, plaintiffs’ argument…”
— Miss. Code Ann. § 79-4-15.02(c) — 1 case
ITL Int'l, Inc. v. Constenla, S.A., 669 F.3d 493 (5th Cir. 2012). “The door-closing statute, enacted in 1988, provides that "[a] court may stay a proceeding commenced by a foreign corporation .”
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