15A:13-3. Admission of foreign corporation
a. A foreign corporation shall not have the right to conduct activities in this State until it shall have procured a certificate of authority so to do from the Secretary of State. The preceding sentence shall not be operative until 90 days after the effective date of this act. A foreign corporation may be authorized to conduct in this State any activities which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to conduct those activities in the jurisdiction of its incorporation, but no other activities.
b. Without excluding other activities which may not constitute conducting activities in this State, a foreign corporation shall not be considered to be conducting activities in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities:
(1) Maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its trustees or members;
(3) Maintaining bank accounts or borrowing money, with or without security, even if the borrowings are repeated and continuous transactions and even if the security has a situs in this State;
(4) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities.
c. The specification in subsection b. of this section does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State.
L.1983, c. 127, s. 15A:13-3, eff. Oct. 1, 1983.
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Last modified: October 11, 2016