[§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.