§ 7-1.2-1401 - Admission of foreign corporation and other entities.
SECTION 7-1.2-1401
§ 7-1.2-1401 Admission of foreigncorporation and other entities. – (a) No foreign corporation has the right to transact business in this stateuntil it has procured a certificate of authority to do so from the secretary ofstate. No foreign corporation is entitled to procure a certificate of authorityunder this chapter to transact any business in this state which a corporationorganized under this chapter is not permitted to transact. A foreigncorporation may not be denied a certificate of authority because the laws ofthe state or country under which the corporation is organized governing itsorganization and internal affairs differ from the laws of this state, andnothing contained in this chapter authorizes this state to regulate theorganization or the internal affairs of the corporation.
(b) Without excluding other activities which may notconstitute transacting business in this state, a foreign corporation is notconsidered to be transacting business in this state, for the purposes of thischapter, because of carrying on in this state any one or more of the followingactivities:
(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding, or effecting the settlement of thesuit or the settlement of claims or disputes.
(2) Holding meetings of its directors or shareholders orcarrying on other activities concerning its internal affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer,exchange, and registration of its securities, or appointing and maintainingtrustees or depositaries with relation to its securities.
(5) Effecting sales through independent contractors.
(6) Soliciting or procuring orders, whether by mail orthrough employees or agents or otherwise, where the orders require acceptanceoutside of this state before becoming binding contracts.
(7) Creating, as borrower or lender, or acquiringindebtedness or mortgages or other security interests in real or personalproperty.
(8) Securing or collecting debts or enforcing any rights inproperty securing the debts.
(9) Transacting any business in interstate commerce.
(10) Conducting an isolated transaction completed within aperiod of thirty (30) days and not in the course of a number of repeatedtransactions of like nature.
(11) Acting as a general partner of a limited partnershipwhich has filed a certificate of limited partnership as provided in §7-13-8 or has registered with the secretary of state as provided in §7-13-49.
(12) Acting as a member of a limited liability company whichhas registered with the secretary of state as provided in § 7-16-49.
(c) Any "other entity", as defined in § 7-16-5.1(a),Massachusetts trust or business trust established by law of any other state,desiring to do business in this state, is deemed to be a foreign corporationand is required to register under, and comply with the provisions of, thischapter.