1. (1) The following activities of a filing foreign entity do not constitute doing business in this state:

   1. (a) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
   2. (b) carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors;
   3. (c) maintaining an account in a financial institution;
   4. (d) maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities;
   5. (e) maintaining a trustee or a depository for the filing foreign entity's securities;
   6. (f) selling through an independent contractor;
   7. (g) soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract;
   8. (h) creating or acquiring indebtedness, a mortgage, or a security interest in property;
   9. (i) securing or collecting a debt;
   10. (j) enforcing a mortgage or a security interest in a property;
   11. (k) holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest;
   12. (l) conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business;
   13. (m) owning real property; and
   14. (n) doing business that constitutes interstate commerce.
2. (2) A person does not do business in this state by being an interest holder or a governor of a foreign entity that does business in this state.
3. (3) This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.

Enacted by Chapter 93, 2026 General Session