1. 1. A foreign corporation may 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 of this section:

   1. (1) Maintaining, defending, or settling any proceeding;
   2. (2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
   3. (3) Maintaining bank accounts;
   4. (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. (5) Selling through independent contractors;
   6. (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. (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
   8. (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
   9. (9) Owning real or personal property;
   10. (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. (11) Transacting business in interstate commerce.
3. 3. The list of activities in subsection 2 of this section is not exhaustive.

(L. 1994 H.B. 1095)

Effective 7-01-95