A.  Certificate of Authority


     [§414-431]  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, among 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 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 as borrower or lender, or acquiring, as borrower or lender, 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; and

    (11)  Transacting business in interstate commerce.

     (c)  The list of activities in subsection (b) is not exhaustive. [L 2000, c 244, pt of §1]