§1623. Actions not constituting transacting business or conducting activities
1.
Actions.
A foreign limited liability company may not be considered to be conducting activities in this State within the meaning of this subchapter by reason of carrying on in this State any one or more of the following actions:
A.
Maintaining, defending or settling in its own behalf any proceeding or dispute;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B.
Holding meetings or carrying on any other activities concerning its internal affairs;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C.
Maintaining accounts in financial institutions;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D.
Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E.
Selling through independent contractors;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
F.
Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
G.
Creating, as borrower or lender, or acquiring indebtedness, mortgages or security interests in real or personal property;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
H.
Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing such debts and holding, protecting and maintaining property so acquired;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
I.
Owning, without more, real or personal property;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
J.
Conducting an isolated transaction that is completed within 30 days and that is not one in the course of similar or repeated transactions of a like nature; or
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
K.
Conducting activities in interstate commerce.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
2.
Status.
A foreign limited liability company may not be considered to be conducting activities in this State solely because it:
A.
Owns a controlling interest in an organization that is conducting activities in this State;
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B.
Is a limited partner of a limited partnership or foreign limited partnership that is conducting activities in this State; or
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C.
Is a member of a limited liability company or foreign limited liability company that is conducting activities in this State.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
3.
Service of process; taxation; regulation.
This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under laws of this State other than this chapter.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
4.
Jurisdiction; process, notice or demand.
Nothing in this section limits or affects the right to subject a foreign limited liability company that does not, or is not required to, have authority to conduct activities in this State to the jurisdiction of the courts of this State or to serve upon any foreign limited liability company any process, notice or demand required or permitted by law to be served upon a foreign limited liability company pursuant to any other provision of law or pursuant to the applicable rules of civil procedure.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).