271B.15-010 Authority to transact business required -- Exception. (Effective until
January 1, 2011)
(1) A foreign corporation, except a foreign insurance company, shall not transact
business in this state until it obtains a certificate of authority from the Secretary of <br>State.
(2) The following activities, among others, shall not constitute transacting business
within the meaning of subsection (1) of this section: <br>(a) Maintaining, defending, or settling any proceeding; <br>(b) Holding meetings of the board of directors or shareholders or carrying on
other activities concerning internal corporate affairs;
(c) Maintaining bank accounts; <br>(d) Maintaining offices or agencies for the transfer, exchange, and registration of
the corporation's own securities or maintaining trustees or depositaries with <br>respect to those securities;
(e) Selling through independent contractors; <br>(f) Soliciting or obtaining orders, whether by mail or through employees or
agents or otherwise, if the orders require acceptance outside this state before <br>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; <br>(j) Conducting an isolated transaction that is completed within thirty (30) days
and that is not one in the course of repeated transactions of a like nature; and
(k) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive. <br>(4) This section shall not apply in determining the contracts or activities that may
subject a foreign corporation to service of process or taxation in this <br>Commonwealth or to regulation under any other law of this Commonwealth.
Effective: July 15, 2010 <br>History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 71, effective July 15, 2010.
-- Amended 2007 Ky. Acts ch. 137, sec. 71, effective June 26, 2007. -- Amended <br>1990 Ky. Acts ch. 199, sec. 1, effective July 13, 1990. -- Created 1988 Ky. Acts <br>ch. 23, sec. 153, effective January 1, 1989.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which <br>reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed <br>effective as of June 26, 2007, and those provisions are hereby made expressly <br>retroactive to that date, with the remainder of the text of those sections being <br>unaffected by the provisions of this section."
271B.15-010 Annual report. (Effective January 1, 2011)
A foreign corporation transacting business in this Commonwealth is subject to KRS <br>14A.6-010.
Effective: January 1, 2011 <br>History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 71, effective July 15, 2010;
and ch. 151, sec. 55, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, <br>sec. 71, effective June 26, 2007. -- Amended 1990 Ky. Acts ch. 199, sec. 1, effective <br>July 13, 1990. -- Created 1988 Ky. Acts ch. 23, sec. 153, effective January 1, 1989.
Legislative Research Commission Note (1/1/2011). This section was repealed and
reenacted without change to the existing language by 2010 Ky. Acts ch. 51, effective <br>7/15/10, and repealed and reenacted with the new language by 2010 Ky. Acts <br>ch. 151, effective 1/1/2011. Pursuant to Section 184 of Acts ch. 51, it was the intent <br>of the General Assembly that the repeal and reenactment by ch. 51 not serve to void <br>amendments made by other bills, and these Acts do not appear to be in conflict, <br>therefore, they have been codified together.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which <br>reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed <br>effective as of June 26, 2007, and those provisions are hereby made expressly <br>retroactive to that date, with the remainder of the text of those sections being <br>unaffected by the provisions of this section."
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