Title 17 Corporations, Partnerships and Associations

17-16-1501. Authority to transact business required.

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (i) Maintaining, defending or settling any proceeding; (ii) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (iii) Maintaining bank accounts; (iv) Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities; (v) Selling through independent contractors; (vi) 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; (vii) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (viii) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (ix) Owning, without more, real or personal property; (x) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or (xi) Transacting business in interstate commerce. (c) The list of activities in subsection (b) of this section is not exhaustive. (d) A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.