(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (c) Maintaining bank accounts; (d) 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; (e) Selling through independent contractors; (f) 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; (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) 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; (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive.
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