[§414D-271] Authority to transact business required. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director.
(b) The following activities, in addition to others, do not constitute transacting business within the meaning of subsection (a):
(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, through employees, 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 days and that is not one in the course of repeated transactions of a like nature;
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) shall not be limited to the activities listed. [L 2001, c 105, pt of §1]
Cross References
Foreign mergers, see, §414D-201.5.
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