§ 7-16-54 - Transaction of business by foreign limited liability company without registration.
SECTION 7-16-54
§ 7-16-54 Transaction of business byforeign limited liability company without registration. – (a) A foreign limited liability company transacting business in this state maynot maintain any action, suit or proceeding in any court of this state until ithas registered in this state.
(b) The failure of a foreign limited liability company toregister in this state does not impair the validity of any contract or act ofthe foreign limited liability company or prevent the foreign limited liabilitycompany from defending any action, suit or proceeding in any court of thisstate.
(c) A foreign limited liability company, by transactingbusiness in this state without registration, appoints the secretary of state asits agent for service of process as to claims for relief or causes of actionarising out of the transaction of business in this state.
(d) A member of a foreign limited liability company is notliable for the debts and obligations of the limited liability company solely byreason of the company's having transacted business in this state without avalid certificate of registration.
(e) Without excluding other activities which may notconstitute transacting business in this state, a foreign limited liabilitycompany is not considered to be transacting business in this state, for thepurposes of this chapter, by reason of carrying on in this state any one ormore of the following activities:
(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding or effecting its settlement or thesettlement of claims or disputes;
(2) Holding meetings of its members or carrying on any otheractivities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer,exchange and registration of the foreign limited liability company's ownsecurities or maintaining trustees or depositories with respect to thosesecurities;
(5) Effecting sales through independent contractors;
(6) Soliciting or obtaining orders, whether by mail orthrough employees or agents or otherwise, where the orders require acceptanceoutside this state before becoming binding contracts;
(7) Creating as borrower or lender or acquiring evidences ofdebt, mortgages, security interests or liens on real or personal property;
(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 §7-13-53; and
(12) Acting as a member of a limited liability company or ofa foreign limited liability company which has registered with the secretary ofstate as provided in § 7-16-49.