§ 33-41-1210 — Transacting business in state unlawful without certificate of authority; what constitutes transacting business.

(A) A foreign limited liability partnership may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A): (1) maintaining, defending, or settling any proceeding; (2) holding meetings of the partners or carrying on other activities concerning internal affairs; (3) maintaining bank accounts; (4) selling through independent contractors; (5) 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; (6) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property; (7) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts; (8) owning, without more, real or personal property; (9) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of like nature; and (10) transacting business in interstate commerce. (C) A foreign limited liability partnership which renders a professional service is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for the conduct of business or professional practice. (D) The list of activities in subsection (B) is not exhaustive.

Legislative History

HISTORY: 1994 Act No. 448, SECTION 10.