State Codes and Statutes

Statutes > Connecticut > Title34 > Chap613 > Sec34-235

      Sec. 34-235. Activities not constituting transacting business in this state. (a) Any foreign limited liability company may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may hold such property as it may acquire by foreclosure or otherwise in payment of debts due such limited liability company without such action constituting transacting business in this state for the purposes of sections 34-100 to 34-242, inclusive.

      (b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purposes of sections 34-100 to 34-242, inclusive, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of its members or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) voting securities or other equity ownership interests owned by the foreign limited liability company; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce.

      (c) A foreign limited liability company shall not be considered to be transacting business solely because it: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.

      (d) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.

      (P.A. 93-267, S. 60.)