(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): (1) maintaining, defending, or settling a proceeding; (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) 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; (7) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce; (12) owning and controlling a subsidiary corporation incorporated in or transacting business within this State; or (13) owning, without more, an interest in a limited liability company organized or transacting business in this State. (c) The list of activities in subsection (b) is not exhaustive.
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