(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):
(1) maintaining, defending, or settling a 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 or acquiring any indebtedness, mortgages, and security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing 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;
(11) transacting business in interstate commerce;
(12) owning and controlling a subsidiary corporation incorporated in or transacting business within this State; or
(13) owning, without more, an interest in a limited liability company organized or transacting business in this State.
(c) The list of activities in subsection (b) is not exhaustive.
HISTORY: Derived from 1976 Code Section 33-23-10 [1962 Code Section 12-23.1; 1952 Code Section 12-701; 1942 Code Section 7764; 1932 Code Section 7764; Civ. C. '22 Section 4028; Civ. C. '12 Section 2664; Civ. C. '02 Section 1779; R. S. 1465; 1893 (21) 409; 1904 (24) 436; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2; 1990 Act No. 446, Section 12004 Act No. 221, Section 21.