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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

previous next Effective - 01 Jul 1995, see footnotebottom

  355.751.  Foreign corporation, certificate of authority — transportation of business. — 1.  A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.

  2.  The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section:

  (1)  Maintaining, defending, or settling any proceeding;

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

  (3)  Maintaining bank accounts;

  (4)  Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

  (5)  Selling through independent contractors;

  (6)  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;

  (7)  Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

  (8)  Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

  (9)  Owning real or personal property;

  (10)  Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

  (11)  Transacting business in interstate commerce.

  3.  The list of activities in subsection 2 of this section is not exhaustive.

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(L. 1994 H.B. 1095)

Effective 7-01-95


---- end of effective   01 Jul 1995 ----

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