Foreign Corporation Registration

"A foreign corporation may not transact business in the State until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business:
(1) maintaining, defending, or settling a proceeding;
(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State before they become contracts;
(7) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing debts;
(9) owning, without more, real or personal property;
(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce;
(12) owning and controlling a subsidiary corporation incorporated in or
transacting business within the State; or
(13) owning, without more, an interest in a limited liability company organized or transacting business in the State. (§ 33-15-101)

A foreign corporation transacting business in the State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority. The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in the State. (§ 33-15-102)"