AI-assisted research summary: A foreign corporation may not do business in this State unless it first gets a certificate of authority from the department director.
PART XVI. FOREIGN CORPORATIONS A. Certificate of Authority 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]