§ 7-6-70 — § 7-6-70. Admission of foreign corporation.

§ 7-6-70. Admission of foreign corporation.

(a) No foreign corporation has the right to conduct affairs in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to conduct any affairs in this state that a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority because of the fact that 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 contained in this chapter is construed to authorize this state to regulate the organization or the internal affairs of the corporation.

(b) Without excluding other activities that may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of claims or disputes;

(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Creating evidences of debt, mortgages, or liens on real or personal property;

(5) Securing or collecting debts due to it or enforcing any rights in property securing the debts;

(6) Conducting its affairs in interstate commerce;

(7) Granting funds;

(8) Distributing information to its members;

(9) Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.

Legislative History

P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.