PART VI

PART VI. FOREIGN CORPORATIONS

§415B-121 Admission of foreign corporation. (a) No foreign corporation shall have the right to conduct affairs in this State until it obtains a certificate of authority from the director. No foreign corporation shall be entitled to obtain a certificate of authority under this chapter to conduct in this State any affairs which a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the jurisdiction under which it is organized, which govern its organization and internal affairs, differ from the laws of this State. Nothing in this chapter shall be construed to authorize this State to regulate the organization or the internal affairs of a foreign corporation.

(b) A foreign corporation shall not be considered to be conducting affairs in this State, for the purposes of this chapter, by reason of carrying on in this State any one or more of the following activities:

(1) Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof, or the settlement of claims or disputes;

(2) Holding meetings of its directors or members or carrying on other activities concerning the corporation's internal affairs;

(3) Maintaining bank accounts;

(4) Creating evidences of debt, mortgages, or liens on real or personal property;

(5) Securing or collecting debts due to it or enforcing any rights in property securing the same;

(6) Conducting corporate affairs in interstate commerce;

(7) Granting funds;

(8) Distributing information to corporate members; or

(9) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature. [L 1985, c 270, pt of §1; am L 1987, c 135, §181]