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.