§414-431 - Authority to transact business required.

PART XVI. FOREIGN CORPORATIONS

A. Certificate of Authority

[§414-431] 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, among others, donot constitute transacting business within the meaning of subsection (a):

(1) Maintaining, defending, or settling anyproceeding;

(2) Holding meetings of the board of directors orshareholders or carrying on other activities concerning internal corporateaffairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer,exchange, and registration of the corporation's own securities or maintainingtrustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mailor through employees or agents or otherwise, if the orders require acceptanceoutside this State before they become contracts;

(7) Creating as borrower or lender, or acquiring, asborrower or lender, indebtedness, mortgages, and security interests in real orpersonal 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; and

(11) Transacting business in interstate commerce.