14A.9.010 Authority to transact business required. (Effective January 1, 2011)
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14A.9-010 Authority to transact business required. (Effective January 1, 2011)
(1) A foreign entity shall not transact business in this state until it obtains a certificate
of authority from the Secretary of State.
(2) The following activities, among others, shall not constitute transacting business
within the meaning of subsection (1) of this section: <br>(a) Maintaining, defending, or settling any proceeding; <br>(b) Holding meetings of the board of directors, shareholders, partners, members,
managers, beneficial owners, or trustees or carrying on other activities <br>concerning the internal affairs of the foreign entity;
(c) Maintaining bank accounts; <br>(d) Maintaining offices or agencies for the transfer, exchange, and registration of
the foreign entity's own securities or maintaining trustees or depositaries with <br>respect to those securities;
(e) Selling through independent contractors; <br>(f) Soliciting or obtaining orders, whether by mail or through employees, agents,
or otherwise, if the orders require acceptance outside this state before they <br>become contracts;
(g) Creating or acquiring indebtedness, mortgages, and security interests in real,
personal, or intangible property;
(h) Securing or collecting debts or enforcing mortgages and security interests in
property securing the debts;
(i) Owning, without more, real or personal property; <br>(j) Conducting an isolated transaction that is completed within thirty (30) days
and that is not one (1) in the course of repeated transactions of a like nature; <br>and
(k) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive. <br>(4) This section shall not apply to:
(a) Foreign limited liability partnerships; and <br>(b) Foreign general partnerships.
(5) This section shall not apply in determining the contacts or activities that may
subject a foreign entity to service of process or taxation in this Commonwealth or to <br>regulation under any other law of this Commonwealth.
Effective: January 1, 2011 <br>History: Created 2010 Ky. Acts ch. 151, sec. 40, effective January 1, 2011. <br>Legislative Research Commission Note (1/1/2011). The word "contracts" in subsection
(5) of this statute has been changed in codification to "contacts." This manifest <br>clerical or typographical error has been corrected by the Reviser of Statutes under the <br>authority of KRS 7.136(1).
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