pARt XIV.  FOREIGN CORPORATIONS

 

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

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

(1)  Maintaining, defending, or settling anyproceeding;

(2)  Holding meetings of the board of directors ormembers 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 maintainingtrustees 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 acceptanceoutside 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 enforcingmortgages and security interests in property securing the debts;

(9)  Owning, without more, real or personal property;

(10)  Conducting an isolated transaction that iscompleted within thirty days and that is not one in the course of repeatedtransactions 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.