§414-431 - Authority to transact business required.

PART XVI.
FOREIGN CORPORATIONS

A.
Certificate of Authority

[§414-431] 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, among 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
shareholders 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 the corporation's own securities or maintaining
trustees or depositories 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 as borrower or lender, or acquiring, as
borrower or lender, 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; and

(11) Transacting business in interstate commerce.