1. 1. A foreign corporation shall not transact business in this state until it obtains a certificate of authority from the secretary of state.

2. 2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1:

   1. a. Maintaining, defending, or settling any proceeding.
   2. b. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.
   3. c. Maintaining bank accounts.
   4. d. Maintaining offices or agencies for the transfer, exchange, or registration of memberships or securities or maintaining trustees or depositaries with respect to those securities.
   5. e. Selling through independent contractors.
   6. f. 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. g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
   8. h. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts.
   9. i. Owning, without more, real or personal property.
   10. j. 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. k. Transacting business in interstate commerce.

2004 Acts, ch 1049, §153, 192