2005 Idaho Code - 53-657 — TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-657.  TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS. (1) The
following activities of a foreign limited liability company, among others, do
not constitute transacting business within the meaning of this chapter.
    (a)  Maintaining or defending any action or suit or any administrative or
    arbitration proceedings or effecting the settlement thereof or the
    settlement of claims or disputes;
    (b)  Holding meetings of its members or managers or carrying on any other
    activities concerning its 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
    interests or appointing and maintaining trustees or depositories with
    respect to those securities or interests;
    (e)  Effecting sales through independent contractors;
    (f)  Soliciting or procuring orders, whether by mail or through employees
    or agents or otherwise, where such orders require acceptance outside this
    state before they become contracts;
    (g)  Creating as borrower or lender, or acquiring indebtedness or
    mortgages or other security interests in real or personal property;
    (h)  Securing or collecting debts or enforcing any rights in property
    securing the same. The provisions of this subsection shall not be
    construed to allow any person or limited liability company to act in a
    manner contrary to the provisions of chapter 22, title 26, Idaho Code;
    (i)  Owning, without more, real or personal property;
    (j)  Conducting an isolated transaction that is completed within thirty
    (30) days and that is not one in the course of a number of repeated
    transactions of a like nature; or
    (k)  Transacting any business in interstate commerce.
    (2)  The foreign limited liability company shall not be considered to be
transacting business solely because it:
    (a)  Owns a controlling interest in a corporation that is transacting
    business;
    (b)  Is a limited partner of a limited partnership that is transacting
    business; or
    (c)  Is a member or manager of a limited liability company or foreign
    limited liability company that is transacting business.
    (3)  The provisions of this section do not apply in determining the
contracts or activities that may subject a foreign limited liability company
to service of process or taxation in this state or to regulation under any
other law of this state.