Limited Liability Companies
Authority to transact business required
(1)A foreign limited liability company may not transact business in this state until it has been authorized to do so by 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 managers or members or carrying on other activities concerning internal affairs.
(c)Maintaining bank accounts.
(d)Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s own securities or maintaining trustees or depositories 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 30 days and 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. [1993 c.173 §75]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)