1. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

2. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):

   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 or any other rights in property securing the debts;
   9. (9) owning, without more, 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;
   12. (12) soliciting those contributions as are defined in Section 33-55-20(3) or any succeeding statute of like tenor and effect.
3. (c) The list of activities in subsection (b) is not exhaustive.

HISTORY: 1994 Act No. 384, Section 1.