§ 33-44-1003 — Activities not constituting transacting business.

(a) activities of a foreign limited liability company that are not considered transacting business in this State within the meaning of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its members or managers or carrying on other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; (10) transacting business in interstate commerce; and (11) owning, without more, an interest in a limited liability company organized or transacting business in this State. (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State.

Legislative History

HISTORY: 1996 Act No. 343, SECTION 2; 2004 Act No. 221, SECTION 35.