§ 17-16-1501 — Authority to transact business required

(a) A foreign corporation 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) of this section:
(i) Maintaining, defending or settling any
proceeding;
(ii) Holding meetings of the board of directors or
shareholders or carrying on other activities concerning internal
corporate affairs;
(iii) Maintaining bank accounts;
(iv) Maintaining offices or agencies for the
transfer, exchange and registration of the corporation's own
securities or maintaining trustees or depositaries with respect
to those securities;
(v) Selling through independent contractors;
(vi) 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;
(vii) Creating or acquiring indebtedness, mortgages
and security interests in real or personal property;
(viii) Securing or collecting debts or enforcing
mortgages and security interests in property securing the debts;
(ix) Owning, without more, real or personal property;
(x) Conducting an isolated transaction that is
completed within thirty (30) days and that is not one in the
course of repeated transactions of a like nature; or
(xi) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) of this
section is not exhaustive.
(d) A foreign corporation, foreign limited partnership or
foreign limited liability company which is either an organizer,
a manager or member of a company is not required to obtain a
certificate of authority to undertake its duties in these
capacities.