79-16-5 - Certificate of authority; necessity of; what constitutes not transacting business.
§ 79-16-5. Certificate of authority; necessity of; what constitutes not transacting business.
(1) No foreign business trust shall have the right to transact business in this state until it shall have procured a certificate of authority from the Secretary of State. No foreign business trust shall be entitled to procure a certificate of authority under this chapter to transact in this state any business which a foreign business trust is not permitted to transact in the state or country in which it was created.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
(a) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(b) Maintaining bank accounts;
(c) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(d) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts;
(e) Transacting any business in interstate commerce;
(f) Holding meetings of the board of trustees or holders of beneficial interest or carrying on other activities concerning internal affairs;
(g) Selling through independent contractors;
(h) Creating or procuring indebtedness, mortgages and security interests in real and personal property;
(i) Conducting an isolated transaction that is completed within a period of thirty (30) days and not in the course of a number of repeated transactions of a like nature.
(j) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; or
(k) Owning without more, real or personal property.
(3) The list of activities in subsection (2) is not exhaustive.
Sources: Laws, 1998, ch. 428, § 3, eff from and after July 1, 1998.