Title 14, Chapter 2, Section 1501
( 14-2-1501)
(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
Code section: (1) Maintaining or defending any action or any administrative or
arbitration proceeding or effecting the settlement thereof or the
settlement of claims or disputes; (2) Holding meetings of its directors or shareholders or carrying
on other activities concerning its internal affairs; (3) Maintaining bank accounts, share accounts in savings and loan
associations, custodian or agency arrangements with a bank or
trust company, or stock or bond brokerage accounts; (4) Maintaining offices or agencies for the transfer, exchange,
and registration of its securities or appointing and maintaining
trustees or depositories with respect to its securities; (5) Effecting sales through independent contractors; (6) 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
and where the contracts do not involve any local performance other
than delivery and installation; (7) Making loans or creating or acquiring evidences of debt,
mortgages, or liens on real or personal property, or recording
same; (8) Securing or collecting debts or enforcing any rights in
property securing the same; (9) Owning, without more, real or personal property; (10) Conducting an isolated transaction not in the course of a
number of repeated transactions of a like nature; (11) Effecting transactions in interstate or foreign commerce; (12) Serving as trustee, executor, administrator, or guardian, or
in like fiduciary capacity, where permitted so to serve by the
laws of this state; (13) Owning (directly or indirectly) an interest in or controlling
(directly or indirectly) another entity organized under the laws
of, or transacting business within, this state; or (14) Serving as a manager of a limited liability company organized
under the laws of, or transacting business within, this state. (c) The list of activities in subsection (b) of this Code section is
not exhaustive.
(d) This chapter shall not be deemed to establish a standard for
activities which may subject a foreign corporation to taxation or to
service of process under any of the laws of this state. |