Authority to transact business required

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  1. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.

  2. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:

    1. (1) maintaining, defending, or settling any proceeding;

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

    3. (3) maintaining bank accounts;

    4. (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. (5) selling through independent contractors;

    6. (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. (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

    8. (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

    9. (9) owning, without more, real or personal property;

    10. (10) conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;

    11. (11) transacting business in interstate commerce.

  3. (c) The list of activities in subsection (b) of this section is not exhaustive.


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