35-2-820 . Authority to transact business required. (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): (a) maintaining, defending, or settling any proceeding; (b) holding meetings of the board of directors or members 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 memberships or 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 real or personal property: (i) that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition; or (ii) that does not produce income or is not used in the performance of a corporate function; (j) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or (k) transacting business in interstate commerce. (3) The list of activities in subsection (2) is not exhaustive.
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