§ 53-17-1 — Admission of foreign corporation

No foreign corporation shall transact business in this state until it has procured a certificate of authority to do so from the commission [secretary of state]. No foreign corporation shall procure a certificate of authority under the Business Corporation Act to transact in this state any business which a corporation organized under the Business Corporation Act is not permitted to transact. A foreign corporation shall not be denied a certificate of authority because the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing in the Business Corporation Act authorizes this state to regulate the organization or the internal affairs of such corporation. Without excluding other activities which may not constitute transacting business in this state, a foreign corporation shall not be considered to be transacting business in this state, for the purposes of the Business Corporation Act, by reason of carrying on in this state any one or more of the following activities: A. maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes; B. holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs; C. maintaining bank accounts; D. maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities; E. effecting sales through independent contractors; F. soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts; G. creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interest in real or personal property; H. securing or collecting debts or enforcing any rights in property securing them; I. transacting any business in interstate commerce; J. conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature; or K. investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests and the execution of division orders, contracts of sale and other instruments incidental to the ownership of the nonoperating mineral interests.

Legislative History

1953 Comp., § 51-30-1, enacted by Laws 1967, ch. 81, § 103; 1969, ch. 48, §