Foreign corporations, authority to transact business; transacting business defined

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  1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
  2. The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:
    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 or through employees or 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 (30) days and that is not one in the course of repeated transactions of a like nature;
    11. Transacting business in interstate commerce.
  3. The list of activities in subsection (2) of this section is not exhaustive.


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