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2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 16 - Mississippi Registration of Foreign Business Trusts Act
§ 79-16-5. Certificate of authority; necessity of; what constitutes not transacting business
Universal Citation: MS Code § 79-16-5 (2017)
- (1) No foreign business trust shall have the right to transact business in this state until it shall have procured a certificate of authority from the Secretary of State. No foreign business trust shall be entitled to procure a certificate of authority under this chapter to transact in this state any business which a foreign business trust is not permitted to transact in the state or country in which it was created.
- (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
- (a) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
- (b) Maintaining bank accounts;
- (c) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
- (d) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts;
- (e) Transacting any business in interstate commerce;
- (f) Holding meetings of the board of trustees or holders of beneficial interest or carrying on other activities concerning internal affairs;
- (g) Selling through independent contractors;
- (h) Creating or procuring indebtedness, mortgages and security interests in real and personal property;
- (i) Conducting an isolated transaction that is completed within a period of thirty (30) days and not in the course of a number of repeated transactions of a like nature.
- (j) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; or
- (k) Owning without more, real or personal property.
- (3) The list of activities in subsection (2) is not exhaustive.
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