Form Llc-12 - Foreign Limited Liability Companies printable pdf download

FOREIGN LIMITED LIABILITY COMPANIES

TITLE 31

§ 712.

Authority to do business required

Before doing business in this State, a foreign limited liability company must obtain authority to do business

from the Secretary of State.

Definitions. As used in this subchapter, “doing business,” “the doing of business” or “business done

in this State,” by a foreign limited liability company means the course or practice of carrying on any business activities

in this State. 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, exclusively for the purpose of

qualification under this subchapter, solely by reason of carrying on in this State one or more of the following activities:

Maintaining or defending any action or administrative or arbitration proceeding or effecting the

settlement thereof or the settlement of claims or disputes;

Holding meetings of its managers or members or carrying on other activities concerning its internal

affairs;

Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency

arrangements with a bank or trust company or stock or bond brokerage accounts;

Maintaining offices or agencies for the transfer, exchange and registration of its interests or appointing

and maintaining trustees or depositaries with relation to its interests;

Effecting sales through independent contractors;

Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, when

the orders require acceptance outside this State before becoming binding contracts and when the

contracts do not involve any local performance other than delivery and installation;

Making loans or creating or acquiring evidences of debt, mortgages or liens on real or personal

property or recording the same;

Securing or collecting debts or enforcing any rights in property securing the same;

Effecting transactions in interstate or foreign commerce;

Owning or controlling a subsidiary corporation incorporated in or transacting business within this

State;

Owning or controlling a general or limited partnership or a limited liability company organized or

transacting business within this State;

Conducting an isolated transaction not in the course of a number of repeated similar transactions;

Serving as trustee, executor, administrator or guardian or in like fiduciary capacity as permitted by the

laws of this State; or

Being a partner in a domestic limited partnership or a member in a domestic limited liability company.

Form Llc-12 - Foreign Limited Liability Companies