§ 45-47 — Activities that do not constitute transacting business

(a) Without excluding other activities that may not constitute transacting business in this State, a foreign limited liability company shall not be considered to be transacting business in this State, for purposes of this Article 45, by reason of carrying on in this State any one or more of the following activities: (1) Maintaining, defending, or settling any proceeding. (2) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs. (3) Maintaining bank accounts. (4) Maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities. (5) Selling through independent contractors. (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts. (7) Owning, without more, real or personal property. (8) Conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature. (9) Having a member or manager who is a resident of this State. (b) This Section has no application to the question of whether any foreign limited liability company is subject to service of process and suit in this State under any law of this State.

Legislative History

(Source: P.A. 93-59, eff. 7-1-03.)