29-809. Transaction of business without registration

(Rpld. 9/1/20)

A. A foreign limited liability company transacting business in this state shall not maintain an action, suit or proceeding in a court of this state until it has obtained a certificate of registration to transact business.

B. The failure of a foreign limited liability company to obtain a certificate of registration to transact business does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in a court of this state.

C. A member of a foreign limited liability company is not liable for any debt, obligation or liability of the limited liability company by reason of having transacted business in this state without a certificate of registration.

D. A foreign limited liability company that transacts business in this state without a certificate of registration appoints the commission as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

E. Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state for the purposes of this chapter solely because it is carrying on one or more of the following activities in this state:

1. Maintaining, defending or effecting a settlement of an action or suit or an administrative or arbitrative proceeding or effecting the settlement of a claim or dispute.

2. Holding meetings of its members or carrying on any other activities concerning its internal affairs.

3. Maintaining a bank account.

4. Maintaining an office or agency for the transfer, exchange and registration of its securities or appointing and maintaining trustees or depositories with relation to its securities.

5. Effecting sales through an independent contractor.

6. Soliciting or receiving orders outside this state in pursuance of letters, circulars, catalogs or other forms of advertising or solicitation and accepting the orders outside this state and filling them with goods shipped into this state.

7. Creating as borrower or lender or acquiring indebtedness, mortgages or other security interests in real or personal property.

8. Securing or collecting debts or enforcing any right in property securing the debts.

9. Transacting business in interstate commerce.

10. Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of a similar nature.

F. This section does not apply in determining the context or activities that may subject a foreign limited liability company to service of process, suit, taxation or regulation under any other statute of this state.