pARt XIV.  FOREIGN CORPORATIONS



 



[§414D-271]  Authority to transact business
required.  (a)  A foreign corporation may not transact business in this
State until it obtains a certificate of authority from the department director.



(b)  The following activities, in addition to
others, do not constitute transacting business within the meaning of subsection
(a):



(1)  Maintaining, defending, or settling any
proceeding;



(2)  Holding meetings of the board of directors or
members or carrying on other activities concerning internal corporate affairs;



(3)  Maintaining bank accounts;



(4)  Maintaining offices or agencies for the transfer,
exchange, and registration of memberships or securities, or maintaining
trustees or depositaries with respect to those securities;



(5)  Selling through independent contractors;



(6)  Soliciting or obtaining orders, whether by mail,
through employees, 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)  Owning, without more, real or personal property;



(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;



(11)  Transacting business in interstate commerce.



(c)  The list of activities in subsection (b)
shall not be limited to the activities listed. [L 2001, c 105, pt of §1]



 



Cross References



 



  Foreign mergers, see, §414D-201.5.