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):

   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, and 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, and security interests in real or personal property;
   8. (h) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

   9. (i) owning real or personal property:

      1. (i) that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition; or
      2. (ii) that does not produce income or is not used in the performance of a corporate function;
   10. (j) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or
   11. (k) transacting business in interstate commerce.
3. (3) The list of activities in subsection (2) is not exhaustive.

History: En. Sec. 147, Ch. 411, L. 1991.