Foreign LLC Registration: Doing-Business Statutes by State
What each state's limited liability company, business corporation and limited partnership acts say about when a foreign entity must register, which activities do not count as transacting business, what follows if it does not register, and whether the test is kept separate from taxation and service of process. The tables print statute text as captured for 50 of the 51 jurisdictions (the 50 states and the District of Columbia): every Georgia cell reads Unknown, as do some Kansas, Mississippi and Tennessee cells. They do not say whether any activity requires registration.
When a foreign entity must register
Each cell quotes the provision of the state's act that requires a foreign entity to register before transacting business there, with a pinpoint to the section; a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | Before conducting affairs in Alaska, a foreign limited liability company must register with the department (AS 10.50.605).Quote: “Before conducting affairs in this state, a foreign limited liability company shall register with the department.” Pinpoint: AS 10.50.605, akleg.gov print view (no pagination).(source) | A foreign corporation may not transact business in Alaska until it has been issued a certificate of authority by the commissioner (AS 10.06.705(a)).Quote: “A foreign corporation may not transact business in this state until it has been issued a certificate of authority by the commissioner.” Pinpoint: AS 10.06.705(a), akleg.gov print view (no pagination).(source) | Before transacting business in Alaska, a foreign limited partnership must register with the department (AS 32.11.420).Quote: “Before transacting business in this state, a foreign limited partnership shall register with the department.” Pinpoint: AS 32.11.420, akleg.gov print view (no pagination).(source) |
| ALchecked 2026-10-02 | §10A-1-7.01(c)-(d) requires a foreign LLC (it would need a certificate of formation if domestic, and affords limited liability) to register before transacting business in Alabama and to maintain that registration.Quote: “(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity: (1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation; (2) is a foreign limited liability partnership; or (3) affords limited liability under the law of its jurisdiction of formation for any owner or member. (d) A foreign entity described by subsection (c) must maintain the foreign entity’s registration while transacting business in this state.” Pinpoint: Ala. Code § 10A-1-7.01(c)-(d); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.01 Foreign Entities Required to Register.'.(source) | §10A-1-7.01(c)-(d) requires a foreign corporation (it would need a certificate of formation/incorporation if domestic) to register before transacting business in Alabama and to maintain that registration.Quote: “(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity: (1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation; (2) is a foreign limited liability partnership; or (3) affords limited liability under the law of its jurisdiction of formation for any owner or member. (d) A foreign entity described by subsection (c) must maintain the foreign entity’s registration while transacting business in this state.” Pinpoint: Ala. Code § 10A-1-7.01(c)-(d); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.01 Foreign Entities Required to Register.'.(source) | §10A-1-7.01(c)-(d) requires a foreign limited partnership (certificate-of-formation entity that affords limited liability) to register before transacting business in Alabama and to maintain that registration.Quote: “(c) To transact business in this state, a foreign entity must register under this chapter if the foreign entity: (1) is a foreign entity, the formation of which, if formed in this state, would require the filing under Article 3 of a certificate of formation; (2) is a foreign limited liability partnership; or (3) affords limited liability under the law of its jurisdiction of formation for any owner or member. (d) A foreign entity described by subsection (c) must maintain the foreign entity’s registration while transacting business in this state.” Pinpoint: Ala. Code § 10A-1-7.01(c)-(d); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.01 Foreign Entities Required to Register.'.(source) |
| ARchecked 2026-10-02 | § 4-38-902(a) bars a foreign LLC from doing business in Arkansas until it registers with the Secretary of State under Subchapter 9.Quote: “A foreign limited liability company may not do business in this state until it registers with the Secretary of State under this subchapter.” Pinpoint: Ark. Code Ann. § 4-38-902(a).(source) | § 4-27-1501(A) bars a foreign corporation from transacting business in Arkansas until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Pinpoint: Ark. Code Ann. § 4-27-1501(A) (orig. § 64-1501.A).(source) | The LP Act has no separate flat prohibition sentence (unlike LLC/corp); its registration requirement is expressed only through § 4-47-907(b)'s court-access bar on an unauthorized foreign LP.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: Ark. Code Ann. § 4-47-907(b).(source) |
| AZchecked 2026-10-02 | A.R.S. § 29-3902(A) bars a foreign LLC or foreign series from doing business in Arizona until it registers with the Arizona Corporation Commission under Article 9.Quote: “A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article.” Pinpoint: A.R.S. § 29-3902(A); azleg.gov section page headed '29-3902 - Registration to do business in this state'.(source) | A.R.S. § 10-1501(A) bars a foreign corporation from transacting business in Arizona until the Corporation Commission grants it authority; (D) exempts insurance corporations and lenders to religious, social or benevolent associations.Quote: “A foreign corporation shall not transact business in this state until it is granted authority to transact business in this state as provided in this chapter from the commission. […] This section does not apply to insurance corporations or any corporation transacting in this state only the business of lending monies to religious, social or benevolent associations.” Pinpoint: A.R.S. § 10-1501(A), (D); azleg.gov section page headed '10-1501 - Authority to transact business required'.(source) | A.R.S. § 29-349 requires a foreign limited partnership to register with the Arizona Secretary of State before transacting business in the state.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: A.R.S. § 29-349; azleg.gov section page headed '29-349 - Registration'.(source) |
| CAchecked 2026-10-02 | Article 8 has no separate affirmative 'shall register' command; Section 17708.07(a) makes registration operative by barring an unregistered, transacting foreign LLC from maintaining an action or proceeding in California courts.Quote: “A foreign limited liability company transacting intrastate business in this state shall not maintain an action or proceeding in this state unless it has a certificate of registration to transact intrastate business in this state.” Pinpoint: Corp. Code Section 17708.07(a); leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 8 page, heading '17708.07.'.(source) | Section 2105(a) requires a foreign corporation to obtain a certificate of qualification from the Secretary of State before transacting intrastate business in California.Quote: “A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification.” Pinpoint: Corp. Code Section 2105(a); leginfo.legislature.ca.gov Corporations Code, TITLE 1, DIVISION 1, CHAPTER 21 (Foreign Corporations) page, heading '2105.'.(source) | Article 9 has no affirmative 'shall register' command; Sec. 15909.07(b) makes registration operative by barring an unregistered, transacting foreign limited partnership from maintaining a court action.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of registration to transact business in this state.” Pinpoint: Corp. Code Section 15909.07(b); leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5, ARTICLE 9 (Foreign Limited Partnership) page, heading '15909.07.'.(source) |
| COchecked 2026-10-02 | C.R.S. § 7-90-801(1) bars a foreign limited liability company from transacting business or conducting activities in Colorado until its statement of foreign entity authority is filed with the secretary of state.Quote: “A foreign entity shall not transact business or conduct activities in this state except in compliance with this part 8 and not until its statement of foreign entity authority is filed in the records of the secretary of state.” Pinpoint: C.R.S. § 7-90-801(1).(source) | C.R.S. § 7-90-801(1) bars a foreign corporation from transacting business or conducting activities in Colorado until its statement of foreign entity authority is filed with the secretary of state.Quote: “A foreign entity shall not transact business or conduct activities in this state except in compliance with this part 8 and not until its statement of foreign entity authority is filed in the records of the secretary of state.” Pinpoint: C.R.S. § 7-90-801(1).(source) | C.R.S. § 7-90-801(1) bars a foreign limited partnership from transacting business or conducting activities in Colorado until its statement of foreign entity authority is filed with the secretary of state.Quote: “A foreign entity shall not transact business or conduct activities in this state except in compliance with this part 8 and not until its statement of foreign entity authority is filed in the records of the secretary of state.” Pinpoint: C.R.S. § 7-90-801(1).(source) |
| CTchecked 2026-10-02 | A foreign LLC may not transact business in Connecticut until it registers with the Secretary of the State (Conn. Gen. Stat. § 34-275a(a)).Quote: “A foreign limited liability company may not transact business in this state until it registers with the Secretary of the State under sections 34-275 to 34-275i, inclusive.” Pinpoint: Conn. Gen. Stat. § 34-275a(a), heading 'Sec. 34-275a. Registration to transact business in this state.'.(source) | A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in Connecticut until it obtains a certificate of authority (§ 33-920(a)).Quote: “A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State.” Pinpoint: Conn. Gen. Stat. § 33-920(a), heading 'Sec. 33-920. Authority to transact business required.'.(source) | A foreign limited partnership must register with the Secretary of the State before transacting business in Connecticut (§ 34-38g).Quote: “Before transacting business in this state, a foreign limited partnership shall register with the Secretary of the State.” Pinpoint: Conn. Gen. Stat. § 34-38g, heading 'Sec. 34-38g. Foreign limited partnerships, registration with Secretary of the State.'.(source) |
| DCchecked 2026-10-02 | D.C. Code § 29-105.02(a) bars a foreign limited liability company from doing business in D.C. until it registers with the Mayor.Quote: “A foreign filing entity or foreign limited liability partnership shall not do business in the District until it registers with the Mayor under this chapter.” Pinpoint: D.C. Code § 29-105.02(a); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) | D.C. Code § 29-105.02(a) bars a foreign corporation from doing business in D.C. until it registers with the Mayor.Quote: “A foreign filing entity or foreign limited liability partnership shall not do business in the District until it registers with the Mayor under this chapter.” Pinpoint: D.C. Code § 29-105.02(a); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) | D.C. Code § 29-105.02(a) bars a foreign limited partnership from doing business in D.C. until it registers with the Mayor.Quote: “A foreign filing entity or foreign limited liability partnership shall not do business in the District until it registers with the Mayor under this chapter.” Pinpoint: D.C. Code § 29-105.02(a); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) |
| DEchecked 2026-10-02 | § 18-902 requires a foreign limited liability company to register with the Delaware Secretary of State before doing business in Delaware.Quote: “Before doing business in the State of Delaware, a foreign limited liability company shall register with the Secretary of State.” Pinpoint: 6 Del. C. § 18-902; delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter IX (Foreign Limited Liability Companies) page, heading '18-902. Registration required; application.'.(source) | § 371(b) bars a foreign corporation from doing business in Delaware through branch offices, agents or representatives located there until it pays $80 and files an existence certificate and a statement.Quote: “No foreign corporation shall do any business in this State, through or by branch offices, agents or representatives located in this State, until it shall have paid to the Secretary of State of this State for the use of this State, $80, and shall have filed in the office of the Secretary of State: (1) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its incorporation evidencing its corporate existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto; (2) A statement executed by an authorized officer of each corporation setting forth (i) the name and address of its registered agent in this State, […] (ii) a statement, as of a date not earlier than 6 months prior to the filing date, of the assets and liabilities of the corporation, and (iii) the business it proposes to do in this State, and a statement that it is authorized to do that business in the jurisdiction of its incorporation. The statement shall be acknowledged in accordance with § 103 of this title.” Pinpoint: 8 Del. C. § 371(b); delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '371. Definition; qualification to do business in State; procedure.'.(source) | § 17-902 requires a foreign limited partnership to register with the Delaware Secretary of State before doing business in Delaware.Quote: “Before doing business in the State of Delaware, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: 6 Del. C. § 17-902; delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter IX (Foreign Limited Partnerships) page, heading '17-902. Registration required; application.'.(source) |
| FLchecked 2026-10-02 | Section 605.0902(1) bars a foreign LLC from transacting business in Florida until it obtains a certificate of authority from the department.Quote: “A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the department.” Pinpoint: Fla. Stat. § 605.0902(1).(source) | Section 607.1501(1) bars a foreign corporation from transacting business in Florida until it obtains a certificate of authority from the department.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.” Pinpoint: Fla. Stat. § 607.1501(1).(source) | Section 620.1902(1) requires a foreign limited partnership to apply for a certificate of authority to transact business in Florida by filing with the Department of State.Quote: “A foreign limited partnership shall apply for a certificate of authority to transact business in this state by delivering a signed application to the Department of State for filing.” Pinpoint: Fla. Stat. § 620.1902(1).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | HRS §428-1008(a) conditions a foreign LLC's access to Hawaii courts on holding a certificate of authority; Part X has no separate affirmative 'must register before transacting business' command.Quote: “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: HRS §428-1008(a).(source) | HRS §414-431(a) states a foreign corporation may not transact business in Hawaii until it obtains a certificate of authority from the department director.Quote: “A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director.” Pinpoint: HRS §414-431(a).(source) | HRS §425E-907(d) conditions a foreign limited partnership's access to Hawaii courts on holding a certificate of authority; Article 9 has no separate affirmative 'must register' command.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: HRS §425E-907(d).(source) |
| IAchecked 2026-10-02 | Iowa Code § 489.902(1): a foreign LLC shall not do business in Iowa until it registers with the secretary of state under chapter 489.Quote: “A foreign limited liability company shall not do business in this state until it registers with the secretary of state under this chapter.” Pinpoint: § 489.902(1).(source) | Iowa Code § 490.1502(1): a foreign corporation shall not do business in Iowa until it registers with the secretary of state under chapter 490.Quote: “A foreign corporation shall not do business in this state until it registers with the secretary of state under this chapter.” Pinpoint: § 490.1502(1).(source) | Iowa's LP article has no free-standing ‘shall not transact business until registered’ command; the operative registration requirement is § 488.907(2)'s bar on maintaining an action without a certificate of authority.Quote: “A foreign limited partnership transacting business in this state shall not maintain an […] action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: § 488.907(2).(source) |
| IDchecked 2026-10-02 | A foreign LLC may not do business in Idaho until it registers with the secretary of state under Idaho Code § 30-21-502(a) (Chapter 21 Part 5, applying to every foreign filing entity).Quote: “A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.” Pinpoint: Idaho Code § 30-21-502(a); Chapter 21 PDF p. 22.(source) | A foreign corporation may not do business in Idaho until it registers with the secretary of state under Idaho Code § 30-21-502(a) (Chapter 21 Part 5, applying to every foreign filing entity).Quote: “A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.” Pinpoint: Idaho Code § 30-21-502(a); Chapter 21 PDF p. 22.(source) | A foreign limited partnership may not do business in Idaho until it registers with the secretary of state under Idaho Code § 30-21-502(a) (Chapter 21 Part 5, applying to every foreign filing entity).Quote: “A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.” Pinpoint: Idaho Code § 30-21-502(a); Chapter 21 PDF p. 22.(source) |
| ILchecked 2026-10-02 | 805 ILCS 180/45-5(a) requires a foreign LLC to be admitted by the Secretary of State before transacting business in Illinois, except as provided in Article V of the Illinois Insurance Code.Quote: “Except as provided in Article V of the Illinois Insurance Code, before transacting business in this State, a foreign limited liability company shall be admitted to do so by the Secretary of State.” Pinpoint: 805 ILCS 180/45-5(a).(source) | 805 ILCS 5/13.05 requires a for-profit foreign corporation to procure authority from the Secretary of State before transacting business in Illinois, except as provided in Article V of the Illinois Insurance Code.Quote: “Except as provided in Article V of the Illinois Insurance Code, a foreign corporation organized for profit, before it transacts business in this State, shall procure authority so to do from the Secretary of State.” Pinpoint: 805 ILCS 5/13.05.(source) | 805 ILCS 215/907(b) bars an unregistered foreign LP transacting business in Illinois from maintaining an action unless it has a certificate of authority; Article 9 has no separate mandatory-registration sentence.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: 805 ILCS 215/907(b).(source) |
| INchecked 2026-10-02 | A foreign entity may not do business in Indiana until it registers with the secretary of state under IC 23-0.5-5.Quote: “A foreign entity may not do business in Indiana until it registers with the secretary of state under this article.” Pinpoint: IC 23-0.5-5-2(a).(source) | A foreign entity may not do business in Indiana until it registers with the secretary of state under IC 23-0.5-5.Quote: “A foreign entity may not do business in Indiana until it registers with the secretary of state under this article.” Pinpoint: IC 23-0.5-5-2(a).(source) | A foreign entity may not do business in Indiana until it registers with the secretary of state under IC 23-0.5-5.Quote: “A foreign entity may not do business in Indiana until it registers with the secretary of state under this article.” Pinpoint: IC 23-0.5-5-2(a).(source) |
| KSchecked 2026-10-02 | K.S.A. 17-7931 requires a foreign limited liability company (a "foreign covered entity") to register with the secretary of state before doing business in Kansas.Quote: “Before doing business in the state of Kansas, a foreign covered entity shall register with the secretary of state.” Pinpoint: K.S.A. 17-7931; first sentence.(source) | K.S.A. 17-7931 requires a foreign corporation (a "foreign covered entity") to register with the secretary of state before doing business in Kansas.Quote: “Before doing business in the state of Kansas, a foreign covered entity shall register with the secretary of state.” Pinpoint: K.S.A. 17-7931; first sentence.(source) | K.S.A. 17-7931 requires a foreign limited partnership (a "foreign covered entity") to register with the secretary of state before doing business in Kansas.Quote: “Before doing business in the state of Kansas, a foreign covered entity shall register with the secretary of state.” Pinpoint: K.S.A. 17-7931; first sentence.(source) |
| KYchecked 2026-10-02 | KRS 14A.9-010(1) bars a foreign LLC from transacting business in Kentucky until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign entity shall not transact business in this Commonwealth until it obtains a certificate of authority from the Secretary of State.” Pinpoint: KRS 14A.9-010(1).(source) | KRS 14A.9-010(1) bars a foreign corporation from transacting business in Kentucky until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign entity shall not transact business in this Commonwealth until it obtains a certificate of authority from the Secretary of State.” Pinpoint: KRS 14A.9-010(1).(source) | KRS 14A.9-010(1) bars a foreign LP from transacting business in Kentucky until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign entity shall not transact business in this Commonwealth until it obtains a certificate of authority from the Secretary of State.” Pinpoint: KRS 14A.9-010(1).(source) |
| LAchecked 2026-10-02 | A foreign LLC may not transact business in Louisiana until the secretary of state has issued it a certificate of authority.Quote: “No foreign limited liability company shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state.” Pinpoint: La. R.S. 12:1342.(source) | A foreign corporation may not transact business in Louisiana until the secretary of state has issued it a certificate of authority.Quote: “No foreign corporation or association, except one which has before January 1, 1969, been granted a certificate of authority to do business in this state which is still valid, shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state.” Pinpoint: La. R.S. 12:301.(source) | Louisiana does not bar a foreign partnership from transacting business generally; registration here is required only to own Louisiana immovable property or have its limited partners' limited liability recognized.Quote: “To own immovable property in this state or to have the limited liability of any partners of a limited partnership recognized, a foreign partnership must be registered in accordance with R.S. 9:3422.” Pinpoint: La. R.S. 9:3423.(source) |
| MAchecked 2026-10-02 | A foreign LLC doing business in Massachusetts must submit a signed and sworn application for registration to the state secretary within ten days of commencing business.Quote: “Every foreign limited liability company doing business in the commonwealth shall submit to the state secretary, within ten days after it commences doing business in the commonwealth, an application for registration as a foreign limited liability company, which shall be signed and sworn to by an authorized person.” Pinpoint: G.L. c. 156C § 48.(source) | A foreign corporation transacting business or with a usual place of business in Massachusetts must deliver a § 15.03 certificate of authority to the secretary of state.Quote: “A foreign corporation that transacts business or has a usual place of business in the commonwealth shall deliver the certificate required by section 15.03 to the secretary of state for filing.” Pinpoint: G.L. c. 156D § 15.01(a).(source) | A foreign LP doing business in Massachusetts must submit a signed and sworn application for registration to the secretary of state within ten days of commencing business.Quote: “Every foreign limited partnership doing business in the commonwealth shall submit to the secretary of state, within ten days after it commences doing business in the commonwealth, an application for registration as a foreign limited partnership, which shall be signed and sworn to by the general partner.” Pinpoint: G.L. c. 109 § 49.(source) |
| MDchecked 2026-10-02 | § 4A-1002(a) requires a foreign LLC to register with the Department before doing any interstate, intrastate, or foreign business in Maryland.Quote: “Before doing any interstate, intrastate, or foreign business in this State, a foreign limited liability company shall register with the Department.” Pinpoint: § 4A-1002(a).(source) | Maryland splits this into two tiers: § 7-202(a) requires a foreign corporation to register before interstate or foreign business, and § 7-203(a) requires it to qualify before intrastate business.Quote: “Unless it is qualified to do business under § 7-203 of this subtitle, before doing any interstate or foreign business in this State, a foreign corporation shall register with the Department. […] Before doing any intrastate business in this State, a foreign corporation shall qualify with the Department.” (§ 7-203(a)) Pinpoint: § 7-202(a); also § 7-203(a).(source) | § 10-902 requires a foreign limited partnership to register with the Department before doing any interstate, intrastate, or foreign business in Maryland.Quote: “Before doing any interstate, intrastate, or foreign business in this State, a foreign limited partnership shall register with the Department.” Pinpoint: § 10-902.(source) |
| MEchecked 2026-10-02 | A foreign LLC may not conduct activities in Maine until its statement of foreign qualification is filed with the Secretary of State.Quote: “A foreign limited liability company may not conduct activities in this State except in compliance with this subchapter and not until its statement of foreign qualification is filed in the records of the Secretary of State.” Pinpoint: 31 M.R.S. §1622(1), Title 31 Ch.21 PDF p. 40.(source) | A foreign corporation may not transact business in Maine until it files an application for authority with the Secretary of State.Quote: “A foreign corporation may not transact business in this State until the foreign corporation files an application for authority to transact business with the Secretary of State.” Pinpoint: 13-C M.R.S. §1501(1), Title 13-C Ch.15 PDF p. 1.(source) | The LP Act does not state a freestanding registration mandate; instead §1417(2) conditions a transacting foreign LP's access to Maine courts on holding a certificate of authority, which functions as the registration requirement.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: 31 M.R.S. §1417(2), Title 31 Ch.19 PDF p. 55.(source) |
| MIchecked 2026-10-02 | MCL 450.5002 requires a foreign LLC to obtain a certificate of authority from the administrator before transacting business in Michigan.Quote: “Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority from the administrator.” Pinpoint: MCL 450.5002, Sec. 1002.(source) | MCL 450.2011 requires a foreign corporation to procure a certificate of authority from the administrator before transacting business in Michigan.Quote: “A foreign corporation shall not transact business in this state until it has procured a certificate of authority to transact business from the administrator.” Pinpoint: MCL 450.2011, Sec. 1011.(source) | MCL 449.1902 requires a foreign limited partnership to register with the administrator before transacting business in Michigan.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the administrator.” Pinpoint: MCL 449.1902, Sec. 902.(source) |
| MNchecked 2026-10-02 | Minn. Stat. § 322C.0802 requires a foreign LLC to obtain a certificate of authority before transacting business in Minnesota.Quote: “Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185.” Pinpoint: Minn. Stat. § 322C.0802.(source) | Minn. Stat. § 303.03 requires a foreign corporation to hold a certificate of authority before transacting business in Minnesota.Quote: “No foreign corporation shall transact business in this state unless it holds a certificate of authority so to do” Pinpoint: Minn. Stat. § 303.03.(source) | Chapter 321's foreign-LP article has no separate registration command; Minn. Stat. § 321.0907(b) functions as the operative requirement by barring an unregistered foreign LP from maintaining a court action.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: Minn. Stat. § 321.0907(b).(source) |
| MOchecked 2026-10-02 | § 347.153.1 requires a foreign LLC to register with the secretary of state before transacting business, subject to the § 347.163.5 exemptions.Quote: “Before transacting business in this state, a foreign limited liability company shall register in a format prescribed by the secretary unless otherwise exempt under subdivision (5) of subsection 5 of section 347.163 .” Pinpoint: § 347.153.1.(source) | § 351.572.1 bars a foreign corporation from transacting business in Missouri until it obtains a certificate of authority from the secretary of state.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.” Pinpoint: § 351.572.1.(source) | §359.501 requires a foreign limited partnership to register with the secretary of state before transacting business in Missouri.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: § 359.501.(source) |
| MSchecked 2026-10-02 | A foreign LLC must register with the Secretary of State before transacting business in Mississippi.Quote: “Before transacting business in this state, a foreign limited liability company, including a foreign limited liability company formed to render professional services, shall register with the Secretary of State.” Pinpoint: Miss. Code Ann. § 79-29-1003(1), heading 'Registrations; application to register foreign limited companies.'.(source) | A foreign corporation must obtain a certificate of authority from the Secretary of State before transacting business in Mississippi.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.” Pinpoint: § 79-4-15.01(a), as amended by HB 789 §38 (2012 Reg. Session).(source) | A foreign limited partnership must register with the Secretary of State before doing business in Mississippi.Quote: “A foreign limited partnership may not do business in this state until it registers with the Secretary of State under this article.” Pinpoint: § 79-14-1002(a), heading 'Registration to do business in this state.'.(source) |
| MTchecked 2026-10-02 | Mont. Code Ann. § 35-8-1001(1) requires a foreign LLC to obtain a certificate of authority from the secretary of state before it may transact business in Montana.Quote: “A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the secretary of state.” Pinpoint: Mont. Code Ann. § 35-8-1001(1).(source) | Mont. Code Ann. § 35-14-1502(1) requires a foreign corporation to register with the secretary of state before it may do business in Montana.Quote: “A foreign corporation may not do business in this state until it registers with the secretary of state under this part.” Pinpoint: Mont. Code Ann. § 35-14-1502(1).(source) | Mont. Code Ann. § 35-12-1302 requires a foreign LP to register with the secretary of state before transacting business in Montana.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: Mont. Code Ann. § 35-12-1302.(source) |
| NCchecked 2026-10-02 | A foreign LLC may not transact business in North Carolina until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign LLC may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Pinpoint: N.C. Gen. Stat. § 57D-7-01(a).(source) | A foreign corporation may not transact business in North Carolina until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Pinpoint: N.C. Gen. Stat. § 55-15-01(a).(source) | Before transacting business in North Carolina, a foreign limited partnership must procure a certificate of authority from the Secretary of State.Quote: “Before transacting business in this State, a foreign limited partnership shall procure a certificate of authority to transact business in this State from the Secretary of State.” Pinpoint: N.C. Gen. Stat. § 59-902(a).(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-74(1): a foreign LLC may not transact business in this state (or obtain any state license/permit) until it has procured a certificate of authority.Quote: “A foreign limited liability company may not: 1. Transact business in this state or obtain any license or permit required by this state until it has procured a certificate of authority from the secretary of state.” Pinpoint: NDCC 10-32.1-74(1), heading "10-32.1-74. Foreign limited liability company - Admission of foreign limited liability company - Transacting business - Obtaining licenses and permits."(source) | NDCC 10-19.1-134(1): a foreign corporation may not transact business in this state (or obtain any state license/permit) until it has procured a certificate of authority.Quote: “A foreign corporation may not: 1. Transact business in this state or obtain any license or permit required by this state until it has procured a certificate of authority from the secretary of state.” Pinpoint: NDCC 10-19.1-134(1), heading "10-19.1-134. Foreign corporation - Admission of foreign corporation - Transacting business - Obtaining licenses and permits."(source) | NDCC 45-10.2-78(1): a foreign LP may not transact business in this state (or obtain any state license/permit) until it obtains a certificate of authority.Quote: “A foreign limited partnership may not: 1. Transact business in this state or obtain any license or permit required by this state until the foreign limited partnership obtains a certificate of authority from the secretary of state.” Pinpoint: NDCC 45-10.2-78(1), heading "45-10.2-78. Foreign limited partnership - Admission of foreign limited partnership - Transacting business - Obtaining licenses and permits."(source) |
| NEchecked 2026-10-02 | Neb. Rev. Stat. § 21-155(b) bars a foreign LLC from transacting business in Nebraska until it qualifies with (obtains a certificate of authority from) the Secretary of State.Quote: “A foreign limited liability company may not transact business in this state until it qualifies with the Secretary of State as provided in sections 21-156 and 21-158.” Pinpoint: Neb. Rev. Stat. § 21-155.(source) | Neb. Rev. Stat. § 21-2,203(a) bars a foreign corporation from transacting business in Nebraska until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.” Pinpoint: Neb. Rev. Stat. § 21-2,203.(source) | Neb. Rev. Stat. § 67-281(a) requires a foreign limited partnership to register with the Secretary of State before transacting business in Nebraska.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: Neb. Rev. Stat. § 67-281.(source) |
| NHchecked 2026-10-02 | RSA 304-C:175 requires a foreign LLC to register with the secretary of state before doing business in New Hampshire.Quote: “Before doing business in New Hampshire, a foreign limited liability company shall register with the secretary of state.” Pinpoint: RSA 304-C:175, gc.nh.gov heading '304-C:175 Requirement of Registration by Foreign Limited Liability Companies; Applications for Registration'.(source) | RSA 293-A:15.01(a) requires a foreign corporation to obtain a certificate of authority before transacting business in New Hampshire.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.” Pinpoint: RSA 293-A:15.01(a), gc.nh.gov heading '293-A:15.01 Authority to Transact Business Required'.(source) | RSA 304-B:49 requires a foreign limited partnership to register with the secretary of state before transacting business in New Hampshire.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: RSA 304-B:49, gc.nh.gov heading '304-B:49 Registration'.(source) |
| NJchecked 2026-10-02 | A foreign LLC must obtain a certificate of authority before doing business in New Jersey (N.J.S.A. 42:2C-58).Quote: “Before doing business in this State, a foreign limited liability company shall obtain a certificate of authority to transact business in this State.” Pinpoint: N.J.S.A. 42:2C-58.(source) | A foreign corporation has no right to transact business in New Jersey until it procures a certificate of authority from the Secretary of State (N.J.S.A. 14A:13-3(1)).Quote: “No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State.” Pinpoint: N.J.S.A. 14A:13-3(1).(source) | Before transacting business in New Jersey, a foreign limited partnership must file an application for a certificate of authority with the Secretary of State (N.J.S.A. 42:2A-57).Quote: “Before transacting business in this State, a foreign limited partnership shall file in the office of the Secretary of State an application executed by a general partner setting forth:” Pinpoint: N.J.S.A. 42:2A-57.(source) |
| NMchecked 2026-10-02 | Section 53-19-48 requires a foreign LLC to register with the secretary of state before transacting business in New Mexico.Quote: “Before transacting business in New Mexico, a foreign limited liability company shall register with the commission [secretary of state] by submitting an original signed application for registration as a foreign limited liability company, together with a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, executed by a person with authority to do so under the laws of the state or other jurisdiction of its organization and a certificate of good standing and compliance issued by the appropriate official of the state or jurisdiction under the laws of which the organization is organized, current within thirty days and that has not expired at time of receipt by the commission [secretary of state].” Pinpoint: NMSA 1978 § 53-19-48, nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-19-48 'Registration.'.(source) | Section 53-17-1 requires a foreign corporation to procure a certificate of authority from the secretary of state before transacting business in New Mexico.Quote: “No foreign corporation shall transact business in this state until it has procured a certificate of authority to do so from the commission [secretary of state].” Pinpoint: NMSA 1978 § 53-17-1, nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-17-1 'Admission of foreign corporation.'.(source) | Section 54-2A-902(A) requires a foreign limited partnership to have a certificate of authority before transacting business in New Mexico.Quote: “Before transacting business in New Mexico, a foreign limited partnership must have a certificate of authority to transact business in New Mexico.” Pinpoint: NMSA 1978 § 54-2A-902(A), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-902 'Application for certificate of authority.'.(source) |
| NVchecked 2026-10-02 | A foreign LLC must register with the Nevada Secretary of State before transacting business in the State.Quote: “Before transacting business in this State, a foreign limited-liability company must register with the Secretary of State.” Pinpoint: NRS 86.544(1).(source) | A foreign corporation must file with the Nevada Secretary of State before commencing or doing any business in the State.Quote: “Before commencing or doing any business in this State, each corporation organized pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country that enters this State to do business must” Pinpoint: NRS 80.010(1).(source) | A foreign limited partnership must register with the Nevada Secretary of State before transacting business in the State.Quote: “Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: NRS 88.575(1).(source) |
| NYchecked 2026-10-02 | N.Y. LLC Law § 802(a) requires a foreign LLC, before doing business in New York, to apply for authority by submitting a certificate of existence (or certified formation documents) and an application for authority to the Department of State.Quote: “Before doing business in this state, a foreign limited liability company shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is issued by the jurisdiction of formation, a certified copy of the articles of organization of the limited liability company and all subsequent amendments thereto or, if no articles of organization have been filed, a certified copy of the certificate filed as its organizational basis and all amendments thereto (if such certificate or certified copy is in a foreign language, a translation in English thereof under oath of the translator shall be attached thereto) and (ii) an application for authority as a foreign limited liability company” Pinpoint: N.Y. Ltd. Liab. Co. Law § 802(a); nysenate.gov section page headed 'SECTION 802 Application for authority', Article 8 (page shows 'Viewing most recent revision (from 2026-09-04)').(source) | N.Y. Bus. Corp. Law § 1301(a) bars a foreign corporation from doing business in New York until authorized under Article 13, and limits authorized business to what a domestic corporation may do and its home law permits.Quote: “A foreign corporation shall not do business in this state until it has been authorized to do so as provided in this article. A foreign corporation may be authorized to do in this state any business which may be done lawfully in this state by a domestic corporation, to the extent that it is authorized to do such business in the jurisdiction of its incorporation, but no other business.” Pinpoint: N.Y. Bus. Corp. Law § 1301(a); nysenate.gov section page headed 'SECTION 1301 Authorization of foreign corporations', Article 13 (page shows 'Viewing most recent revision (from 2020-06-19)').(source) | N.Y. Partnership Law § 121-902(a) requires a foreign limited partnership, before doing business in New York, to apply for authority by submitting a certificate of existence (or certified certificate) and an application for authority.Quote: “Before doing business in this state, a foreign limited partnership shall apply for authority to do business in this state by submitting to the department of state (i) a certificate of existence or, if no such certificate is issued by the jurisdiction of organization, a certified copy of a restated certificate of limited partnership and all subsequent amendments thereto or, if no restated certificate has been filed, a certified copy of the certificate filed as its organizational basis and all amendments thereto (if such certificate or certified copy is in a foreign language, a translation thereof under oath of the translator shall be attached thereto) and (ii) an application for authority as a foreign limited partnership” Pinpoint: N.Y. P'ship Law § 121-902(a); nysenate.gov section page headed 'SECTION 121-902 Application for authority, contents', Article 8-A (page shows 'Viewing most recent revision (from 2023-01-06)').(source) |
| OHchecked 2026-10-02 | R.C. 1706.511(A) requires a foreign LLC (or its series) to register with the secretary of state before transacting business in Ohio, and bars transacting business until the registration is approved.Quote: “In order for a foreign limited liability company or any one or more of its series to transact business in this state, the foreign limited liability company shall register with the secretary of state. Neither a foreign limited liability company nor any one or more of its series may transact business in this state until the registration has been approved by the secretary of state and the foreign limited liability company or series is otherwise in compliance with sections 1706.51 to 1706.515 of the Revised Code.” Pinpoint: R.C. 1706.511(A).(source) | R.C. 1703.03 bars a non-excepted foreign corporation from transacting business in Ohio unless it holds an unexpired, uncanceled license issued by the secretary of state.Quote: “No foreign corporation not excepted from sections 1703.01 to 1703.31 of the Revised Code, shall transact business in this state unless it holds an unexpired and uncanceled license to do so issued by the secretary of state.” Pinpoint: R.C. 1703.03.(source) | R.C. 1782.49 requires a foreign limited partnership to register with the secretary of state before transacting business in Ohio.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: R.C. 1782.49.(source) |
| OKchecked 2026-10-02 | A foreign LLC must register with the Oklahoma Secretary of State before transacting business in the state.Quote: “Before transacting business in this state, a foreign limited liability company shall register with the Office of the Secretary of State.” Pinpoint: 18 O.S. Section 2043, p.569.(source) | A foreign corporation may not do business in Oklahoma through local offices, agents or representatives until it pays the prescribed fee and files the required statement with the Secretary of State.Quote: “No foreign corporation shall do any business in this state, through or by branch offices, agents or representatives located in this state, until it shall have paid to the Secretary of State of this state the fees prescribed in Section 1142 of this title and shall have filed with the Secretary of State:” Pinpoint: 18 O.S. Section 1130(B), p.473-474.(source) | Oklahoma's LP Act states the registration requirement through its consequence provision: a foreign LP transacting business here may not sue unless it holds a certificate of authority.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: 54 O.S. Section 500-907A(b), p.137-138.(source) |
| ORchecked 2026-10-02 | Oregon requires a foreign LLC to obtain authorization (LP: to register) with the Secretary of State before transacting business in the state.Quote: “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.” Pinpoint: ORS 63.701(1).(source) | Oregon requires a foreign corporation to obtain authorization (LP: to register) with the Secretary of State before transacting business in the state.Quote: “A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State.” Pinpoint: ORS 60.701(1).(source) | Oregon requires a foreign limited partnership to obtain authorization (LP: to register) with the Secretary of State before transacting business in the state.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: ORS 70.355(1).(source) |
| PAchecked 2026-10-02 | A foreign llc may not do business in Pennsylvania until it registers with the Department of State under Chapter 4.Quote: “A foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this chapter.” Pinpoint: 15 Pa.C.S. § 411(a).(source) | A foreign corp may not do business in Pennsylvania until it registers with the Department of State under Chapter 4.Quote: “A foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this chapter.” Pinpoint: 15 Pa.C.S. § 411(a).(source) | A foreign lp may not do business in Pennsylvania until it registers with the Department of State under Chapter 4.Quote: “A foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this chapter.” Pinpoint: 15 Pa.C.S. § 411(a).(source) |
| RIchecked 2026-10-02 | Rhode Island requires a foreign LLC to register with the secretary of state before transacting business in the state.Quote: “Before transacting business in this state, a foreign limited liability company shall register with the secretary of state.” Pinpoint: 7-16-49(a).(source) | Rhode Island requires a foreign corporation to procure a certificate of authority from the secretary of state before it has the right to transact business in the state.Quote: “No foreign corporation has the right to transact business in this state until it has procured a certificate of authority to do so from the secretary of state.” Pinpoint: 7-1.2-1401(a).(source) | Rhode Island requires a foreign limited partnership to register with the secretary of state before doing business in the state.Quote: “A foreign limited partnership may not do business in this state until it registers with the secretary of state under this part.” Pinpoint: 7-13.1-1002(a).(source) |
| SCchecked 2026-10-02 | Chapter 44, Article 10 has no standalone registration mandate; it states the requirement only through the court-access bar's conditional: a foreign LLC may not sue unless it has a certificate of authority (Section 33-44-1008(a)).Quote: “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: S.C. Code Ann. Section 33-44-1008(a), Chapter 44 Article 10.(source) | A foreign corporation may not transact business in South Carolina until it obtains a certificate of authority from the Secretary of State, per Section 33-15-101(a).Quote: “A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Pinpoint: S.C. Code Ann. Section 33-15-101(a), Chapter 15 Article 1.(source) | A foreign limited partnership must register with the Secretary of State before transacting business in South Carolina, per Section 33-42-1620.Quote: “Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: S.C. Code Ann. Section 33-42-1620, Chapter 42 Article 9.(source) |
| SDchecked 2026-10-02 | A foreign LLC may not do business in South Dakota until it obtains a certificate of authority from the secretary of state.Quote: “A foreign limited liability company may not do business in this state until it obtains a certificate of authority from the secretary of state.” Pinpoint: SDCL § 47-34A-1002(a).(source) | A foreign corporation may not transact business in South Dakota until it obtains a certificate of authority from the Office of the Secretary of State.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Office of the Secretary of State.” Pinpoint: SDCL § 47-1A-1501.(source) | Before transacting business in South Dakota, a foreign limited partnership must register with the secretary of state.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: SDCL § 48-7-902.(source) |
| TNchecked 2026-10-02 | § 904(a): before transacting business in Tennessee, a foreign LLC must obtain a certificate of authority from the secretary of state.Quote: “Before transacting business in this state, a foreign LLC shall obtain a certificate of authority.” Pinpoint: bill § 904(a) (codified Tenn. Code Ann. § 48-249-904(a)), heading '904. Application for Certificate of Authority.'.(source) | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | § 1002(a): a foreign LP may not do business in Tennessee until it registers with the secretary of state under Part 10.Quote: “A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part.” Pinpoint: bill § 1002(a) (codified Tenn. Code Ann. § 61-3-1002(a)).(source) |
| TXchecked 2026-10-02 | Sec. 9.001(a) requires a foreign entity to register before transacting business in Texas if it is a listed entity type or affords limited liability to any owner or member; (b) requires it to maintain that registration while doing so.Quote: “To transact business in this state, a foreign entity must register under this chapter if the entity: (1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation; or (2) affords limited liability under the law of its jurisdiction of formation for any owner or member. (b) A foreign entity described by Subsection (a) must maintain the entity's registration while transacting business in this state.” Pinpoint: Tex. Bus. Orgs. Code § 9.001(a)-(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter A page, heading 'Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER.'.(source) | Sec. 9.001(a) requires a foreign entity to register before transacting business in Texas if it is a listed entity type or affords limited liability to any owner or member; (b) requires it to maintain that registration while doing so.Quote: “To transact business in this state, a foreign entity must register under this chapter if the entity: (1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation; or (2) affords limited liability under the law of its jurisdiction of formation for any owner or member. (b) A foreign entity described by Subsection (a) must maintain the entity's registration while transacting business in this state.” Pinpoint: Tex. Bus. Orgs. Code § 9.001(a)-(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter A page, heading 'Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER.'.(source) | Sec. 9.001(a) requires a foreign entity to register before transacting business in Texas if it is a listed entity type or affords limited liability to any owner or member; (b) requires it to maintain that registration while doing so.Quote: “To transact business in this state, a foreign entity must register under this chapter if the entity: (1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation; or (2) affords limited liability under the law of its jurisdiction of formation for any owner or member. (b) A foreign entity described by Subsection (a) must maintain the entity's registration while transacting business in this state.” Pinpoint: Tex. Bus. Orgs. Code § 9.001(a)-(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter A page, heading 'Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER.'.(source) |
| UTchecked 2026-10-02 | A foreign limited liability company may not do business in Utah until it registers with the Division of Corporations under Title 16 Chapter 1a.Quote: “A filing foreign entity may not do business in this state until the filing foreign entity registers with the division in accordance with this chapter.” Pinpoint: Utah Code § 16-1a-503(1).(source) | A foreign business corporation may not do business in Utah until it registers with the Division of Corporations under Title 16 Chapter 1a.Quote: “A filing foreign entity may not do business in this state until the filing foreign entity registers with the division in accordance with this chapter.” Pinpoint: Utah Code § 16-1a-503(1).(source) | A foreign limited partnership may not do business in Utah until it registers with the Division of Corporations under Title 16 Chapter 1a.Quote: “A filing foreign entity may not do business in this state until the filing foreign entity registers with the division in accordance with this chapter.” Pinpoint: Utah Code § 16-1a-503(1).(source) |
| VAchecked 2026-10-02 | A foreign LLC may not transact business in Virginia until it obtains a certificate of registration from the State Corporation Commission.Quote: “A foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.” Pinpoint: § 13.1-1051(A).(source) | A foreign corporation may not transact business in Virginia until it obtains a certificate of authority from the State Corporation Commission.Quote: “A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.” Pinpoint: § 13.1-757(A).(source) | A foreign limited partnership may not transact business in Virginia until it obtains a certificate of registration from the State Corporation Commission.Quote: “A foreign limited partnership may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.” Pinpoint: § 50-73.53(A).(source) |
| VTchecked 2026-10-02 | 11 V.S.A. § 4113(a) bars a foreign LLC from transacting business in Vermont until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Pinpoint: 11 V.S.A. § 4113(a).(source) | 11A V.S.A. § 15.01(a) bars a foreign corporation from transacting business in Vermont until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Pinpoint: 11A V.S.A. § 15.01(a).(source) | 11 V.S.A. § 3482 requires a foreign limited partnership to register with the Secretary of State before transacting business in Vermont.Quote: “Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: 11 V.S.A. § 3482.(source) |
| WAchecked 2026-10-02 | RCW 25.15.321 requires a foreign limited liability company to register with the secretary of state under RCW 23.95 Article 5 before doing/transacting business in Washington.Quote: “Before doing business in this state, a foreign limited liability company must register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.” Pinpoint: RCW 25.15.321.(source) | RCW 23B.15.010(1) requires a foreign corporation to register with the secretary of state under RCW 23.95 Article 5 before doing/transacting business in Washington.Quote: “Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation may not transact business in this state until it registers with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.” Pinpoint: RCW 23B.15.010(1).(source) | RCW 25.10.646 requires a foreign limited partnership to register with the secretary of state under RCW 23.95 Article 5 before doing/transacting business in Washington.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state in accordance with Article 5 of chapter 23.95 RCW.” Pinpoint: RCW 25.10.646.(source) |
| WIchecked 2026-10-02 | A foreign LLC may not do business in Wisconsin until it registers with the Department of Financial Institutions.Quote: “A foreign limited liability company may not do business in this state until it registers with the department under this subchapter.” Pinpoint: Wis. Stat. s. 183.0902(1).(source) | A foreign corporation may not transact business in Wisconsin until it obtains a certificate of authority from the Department of Financial Institutions.Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.” Pinpoint: Wis. Stat. s. 180.1501(1).(source) | A foreign limited partnership may not do business in Wisconsin until it registers with the Department of Financial Institutions.Quote: “A foreign limited partnership may not do business in this state until it registers with the department under this chapter.” Pinpoint: Wis. Stat. s. 179.1002(1).(source) |
| WVchecked 2026-10-03 | A foreign LLC applies to the Secretary of State for a certificate of authority to transact business in West Virginia.Quote: “A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing, together with the fee prescribed by section two, article one, chapter fifty-nine of this code.” Pinpoint: W. Va. Code 31B-10-1002(a).(source) | A foreign corporation may not conduct affairs in West Virginia until it obtains a certificate of authority from the Secretary of State.Quote: “A foreign corporation may not conduct affairs in this state until it obtains a certificate of authority from the Secretary of State.” Pinpoint: W. Va. Code 31D-15-1501(a).(source) | A foreign limited partnership must register with the Secretary of State before transacting business in West Virginia.Quote: “Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State.” Pinpoint: W. Va. Code 47-9-49(a).(source) |
| WYchecked 2026-10-02 | A foreign LLC must do business in Wyoming by complying with W.S. 17-16-1501 through 17-16-1536 as a foreign corporation, which may not transact business until it obtains a certificate of authority.Quote: “To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. […] A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. […] To the extent not inconsistent with the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1105 and the provisions of this chapter, a limited liability company organized in another jurisdiction shall do business in Wyoming by complying with the applicable provisions of this article.” Pinpoint: W.S. 17-29-114, Title 17 PDF p. 682; W.S. 17-16-1501(a), PDF p. 364; W.S. 17-16-1533, PDF p. 374.(source) | A foreign corporation may not transact business in Wyoming until it obtains a certificate of authority from the secretary of state (W.S. 17-16-1501(a)).Quote: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.” Pinpoint: W.S. 17-16-1501(a), Title 17 PDF p. 364.(source) | Before transacting business in Wyoming, a foreign limited partnership must register with the secretary of state (W.S. 17-14-1002(a)).Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: W.S. 17-14-1002(a), Title 17 PDF p. 203.(source) |
Field definitions
- LLC
- The provision requiring a foreign entity to register before transacting business, in the state's limited liability company act.
- Corporation
- The provision requiring a foreign entity to register before transacting business, in the state's business corporation act.
- Limited Partnership
- The provision requiring a foreign entity to register before transacting business, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
Which foreign entities the registration provision covers
Each cell quotes the definition or scope text that identifies which foreign entities the registration provision reaches in the state's act; a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | Article 13 governs a foreign LLC, defined by AS 10.50.990(7) as an unincorporated organization formed under another jurisdiction's law that gives its members limited liability and need not register under any other Alaska statute.Quote: “foreign limited liability company […] means an organization that is (A) not incorporated; (B) organized under the law of a state other than this state, or under the law of a foreign country; (C) organized under a statute that affords to each of its members limited liability regarding the liabilities of the organization; and (D) not required to be registered under a statute of this state other than this chapter” Pinpoint: AS 10.50.990(7), akleg.gov print view (no pagination).(source) | Article 10 governs a foreign corporation, defined as a corporation for profit organized under laws other than Alaska's for a purpose for which a corporation may be organized under AS 10.06 (AS 10.06.990(22)).Quote: “foreign corporation […] means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter” Pinpoint: AS 10.06.990(22), akleg.gov print view (no pagination).(source) | Article 8 governs a foreign limited partnership, defined as a partnership formed under another state's laws with one or more general partners and one or more limited partners (AS 32.11.900(6)).Quote: “foreign limited partnership […] means a partnership formed under the laws of a state other than this state and having as partners one or more general partners and one or more limited partners” Pinpoint: AS 32.11.900(6), akleg.gov print view (no pagination).(source) |
| ALchecked 2026-10-02 | §10A-5A-1.02(i) defines a foreign limited liability company as one governed by another jurisdiction's laws that would be an LLC if governed by Alabama law.Quote: “FOREIGN LIMITED LIABILITY COMPANY means a limited liability company governed by the laws of a jurisdiction other than this state which would be a limited liability company if governed by the laws of this state.” Pinpoint: Ala. Code § 10A-5A-1.02(i); alison.legislature.state.al.us Code of Alabama GraphQL capture, Title 10A, Chapter 5A, Section 10A-5A-1.02 Definitions.(source) | §10A-2A-1.40(17) defines a foreign corporation as one incorporated under another jurisdiction's law that would be a corporation if incorporated under Alabama law.Quote: “(17) FOREIGN CORPORATION means a corporation incorporated under a law other than the law of this state which would be a corporation if incorporated under the law of this state.” Pinpoint: Ala. Code § 10A-2A-1.40(17); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 2A, Section 10A-2A-1.40 Chapter Definitions.(source) | §10A-9A-1.02(4) defines a foreign limited partnership as one formed elsewhere and required to have general and limited partners, including a foreign LLLP per (3).Quote: “(3) “FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to Section 10A-9A-4.04(c). (4) “FOREIGN LIMITED PARTNERSHIP” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: Ala. Code § 10A-9A-1.02(3)-(4); alison.legislature.state.al.us GraphQL batch capture, Title 10A, Chapter 9A, Section 10A-9A-1.02 Definitions.(source) |
| ARchecked 2026-10-02 | § 4-38-102(5) defines a foreign limited liability company as an unincorporated entity formed elsewhere that would be an LLC if formed under Arkansas law.Quote: “"Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state.” Pinpoint: Ark. Code Ann. § 4-38-102(5).(source) | § 4-27-114(10) defines a foreign corporation as a for-profit corporation incorporated under a law other than Arkansas's.Quote: “"Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.” Pinpoint: Ark. Code Ann. § 4-27-114(10) (orig. § 64-114.10).(source) | § 4-47-102(7) defines a foreign limited partnership as one formed elsewhere with at least one general and one limited partner, including a foreign limited liability limited partnership.Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: Ark. Code Ann. § 4-47-102(7).(source) |
| AZchecked 2026-10-02 | A.R.S. § 29-3102(7)-(8) defines "foreign limited liability company" and "foreign series" as the entities Article 9's foreign-registration rules cover.Quote: “"Foreign limited liability company" means an unincorporated entity that is formed under the law of a jurisdiction other than this state and that would be a limited liability company if the unincorporated entity were formed under the law of this state and includes a foreign series for the purposes of this article. […] "Foreign series" means a series of a foreign limited liability company that has been established as such in accordance with the law of a jurisdiction other than this state.” Pinpoint: A.R.S. § 29-3102(7), (8); azleg.gov section page headed '29-3102 - Definitions'.(source) | A.R.S. § 10-140(26) defines "foreign corporation" as a for-profit corporation incorporated under a law other than Arizona's.Quote: “"Foreign corporation" means a corporation for profit that is incorporated under a law other than the law of this state.” Pinpoint: A.R.S. § 10-140(26); azleg.gov section page headed '10-140 - Definitions'.(source) | A.R.S. § 29-301(4) defines "foreign limited partnership" as a partnership formed under another jurisdiction's law with at least one general and one limited partner.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state or other jurisdiction other than this state and having as partners one or more general partners and one or more limited partners.” Pinpoint: A.R.S. § 29-301(4); azleg.gov section page headed '29-301 - Definitions'.(source) |
| CAchecked 2026-10-02 | Article 8 covers a 'foreign limited liability company,' defined in Section 17701.02(j) as an unincorporated entity formed under another jurisdiction's law and denominated by that law as a limited liability company.Quote: ““Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.” Pinpoint: Corp. Code Section 17701.02(j); leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 1 (General Provisions) page, heading '17701.02.'.(source) | Sec. 171 defines 'foreign corporation' as any corporation other than a domestic one, extending the term to a foreign association for Chapter 21 but excluding a U.S.-chartered corporation or association.Quote: ““Foreign corporation” means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and Section 2259 and Chapter 21, includes a foreign association, unless otherwise stated. “Foreign corporation” as used in Chapter 21 does not include a corporation or association chartered under the laws of the United States.” Pinpoint: Corp. Code Section 171; leginfo.legislature.ca.gov Corporations Code, TITLE 1, DIVISION 1, CHAPTER 1 page, heading '171.'.(source) | Article 9 covers a 'foreign limited partnership,' defined in Sec. 15901.02(k) as a partnership formed under another jurisdiction's law with one or more general and limited partners, including a foreign limited liability limited partnership.Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: Corp. Code Section 15901.02(k); leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5, ARTICLE 1 page, heading '15901.02.'.(source) |
| COchecked 2026-10-02 | Article 90 defines “foreign entity” to include a foreign limited liability company, in turn defined as one formed under another jurisdiction's law that is functionally equivalent to a domestic limited liability company.Quote: “"Foreign entity" means a foreign corporation, a foreign cooperative, a foreign general partnership, a foreign limited liability partnership, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited partnership association, a foreign nonprofit association, a foreign nonprofit corporation, or any other organization or association that is formed under a statute or common law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations […] among the owners and between the owners and the organization or association and is recognized under the law of such jurisdiction as a separate legal entity. […] "Foreign limited liability company" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited liability company.” Pinpoint: C.R.S. § 7-90-102(23), (24).(source) | Article 90 defines “foreign entity” to include a foreign corporation, in turn defined as one formed under another jurisdiction's law that is functionally equivalent to a domestic corporation.Quote: “"Foreign entity" means a foreign corporation, a foreign cooperative, a foreign general partnership, a foreign limited liability partnership, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited partnership association, a foreign nonprofit association, a foreign nonprofit corporation, or any other organization or association that is formed under a statute or common law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations […] among the owners and between the owners and the organization or association and is recognized under the law of such jurisdiction as a separate legal entity. […] "Foreign corporation" means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic corporation.” Pinpoint: C.R.S. § 7-90-102(23), (22).(source) | Article 90 defines “foreign entity” to include a foreign limited partnership, in turn defined as one formed under another jurisdiction's law that is functionally equivalent to a domestic limited partnership.Quote: “"Foreign entity" means a foreign corporation, a foreign cooperative, a foreign general partnership, a foreign limited liability partnership, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited partnership association, a foreign nonprofit association, a foreign nonprofit corporation, or any other organization or association that is formed under a statute or common law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations […] among the owners and between the owners and the organization or association and is recognized under the law of such jurisdiction as a separate legal entity. […] "Foreign limited partnership" means a partnership formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited partnership.” Pinpoint: C.R.S. § 7-90-102(23), (25).(source) |
| CTchecked 2026-10-02 | The Act covers a “foreign limited liability company”, defined as an unincorporated entity formed elsewhere that would be an LLC if formed under Connecticut law (§ 34-243a(9)).Quote: ““Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state.” Pinpoint: Conn. Gen. Stat. § 34-243a(9), heading 'Sec. 34-243a. Definitions.'.(source) | The Act covers a “foreign corporation”, defined simply as a corporation incorporated under a law other than Connecticut's (§ 33-602(18)).Quote: ““Foreign corporation” means a corporation incorporated under a law other than the law of this state.” Pinpoint: Conn. Gen. Stat. § 33-602(18), heading 'Sec. 33-602. Definitions.'.(source) | The Act covers a “foreign limited partnership”, defined as a partnership formed under another state's law with one or more general and one or more limited partners (§ 34-9(9)).Quote: ““Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.” Pinpoint: Conn. Gen. Stat. § 34-9(9), heading 'Sec. 34-9. Definitions.'.(source) |
| DCchecked 2026-10-02 | D.C. Code § 29-801.02(5) defines a “foreign limited liability company” as one formed elsewhere that would be a domestic limited liability company under D.C. law; Title 29 ch. 1 reaches it as a “foreign filing entity.”Quote: ““Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than the District which would be a limited liability company if formed under the law of the District.” Pinpoint: D.C. Code § 29-801.02(5); code.dccouncil.gov Title 29 ch. 8 whole-chapter capture, § 29-801.02 ‘Definitions.’.(source) | D.C. Code § 29-301.02(12) defines a “foreign corporation” as one formed elsewhere that would be a domestic business corporation under D.C. law; Title 29 ch. 1 reaches it as a “foreign filing entity.”Quote: ““Foreign corporation” means a corporation incorporated under a law other than the law of the District which would be a business corporation if incorporated under the laws of the District.” Pinpoint: D.C. Code § 29-301.02(12); code.dccouncil.gov Title 29 ch. 3 whole-chapter capture, § 29-301.02 ‘Definitions.’.(source) | D.C. Code § 29-701.02(5) defines a “foreign limited partnership” as one formed elsewhere that would be a domestic limited partnership under D.C. law; Title 29 ch. 1 reaches it as a “foreign filing entity.”Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than the District which would be a limited partnership if formed under the laws of the District. The term includes a foreign limited liability limited partnership.” Pinpoint: D.C. Code § 29-701.02(5); code.dccouncil.gov Title 29 ch. 7 whole-chapter capture, § 29-701.02 ‘Definitions.’.(source) |
| DEchecked 2026-10-02 | § 18-101(6) defines a foreign limited liability company as a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction.Quote: ““Foreign limited liability company” means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction. When used in this title in reference to a foreign limited liability company, the terms “limited liability company agreement,” “limited liability company interest,” “manager” or “member” shall mean a limited liability company agreement, limited liability company interest, manager or member, respectively, under the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is formed.” Pinpoint: 6 Del. C. § 18-101(6); delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter I (General Provisions) page, heading '18-101. Definitions.'.(source) | § 371(a) defines a foreign corporation as a corporation organized under the laws of any jurisdiction other than Delaware.Quote: “As used in this chapter, the words “foreign corporation” mean a corporation organized under the laws of any jurisdiction other than this State.” Pinpoint: 8 Del. C. § 371(a); delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '371. Definition; qualification to do business in State; procedure.'.(source) | § 17-101(6) says a foreign limited partnership includes a partnership formed under the laws of any state or foreign jurisdiction with 2 or more persons, 1 or more general partners and 1 or more limited partners.Quote: ““Foreign limited partnership” includes a partnership formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners. When used in this title in reference to a foreign limited partnership, the terms “partnership agreement,” “partnership interest,” “general partner” or “limited partner” shall mean a partnership agreement, partnership interest, general partner or limited partner, respectively, under the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited partnership is formed.” Pinpoint: 6 Del. C. § 17-101(6); delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter I (General Provisions) page, heading '17-101. Definitions.'.(source) |
| FLchecked 2026-10-02 | Section 605.0102(26) defines a foreign LLC as an out-of-state unincorporated entity denominated an LLC by its formation jurisdiction's law.Quote: ““Foreign limited liability company” means an unincorporated entity that was formed in a jurisdiction other than this state and is denominated by that law as a limited liability company.” Pinpoint: Fla. Stat. § 605.0102(26).(source) | Section 607.01401(36) defines a foreign corporation as an entity incorporated elsewhere that would be a for-profit corporation if incorporated under Florida law.Quote: ““Foreign corporation” means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state.” Pinpoint: Fla. Stat. § 607.01401(36).(source) | Section 620.1102(8) defines a foreign limited partnership as an out-of-state partnership required to have general and limited partners, including a foreign limited liability limited partnership.Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: Fla. Stat. § 620.1102(8).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | HRS §428-101 defines a 'foreign limited liability company' as an unincorporated entity organized elsewhere with liability comparable to HRS §428-303, not otherwise required to obtain authority under another Hawaii law.Quote: “"Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of this State which afford limited liability to its owners comparable to the liability under section 428-303 and is not required to obtain a certificate of authority to transact business under any law of this State other than this chapter.” Pinpoint: HRS §428-101.(source) | HRS §414-3 defines a 'foreign corporation' as a corporation for profit incorporated under a law other than the law of Hawaii.Quote: “"Foreign corporation" means a corporation for profit incorporated under a law other than the law of this State.” Pinpoint: HRS §414-3.(source) | HRS §425E-102 defines a 'foreign limited partnership' as a partnership formed elsewhere and required by that jurisdiction's law to have general and limited partners, including a foreign limited liability limited partnership.Quote: “"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: HRS §425E-102.(source) |
| IAchecked 2026-10-02 | Iowa Code § 489.102(10) defines “foreign limited liability company” as an unincorporated entity formed elsewhere that would be an LLC if formed under Iowa law.Quote: ““Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state.” Pinpoint: § 489.102(10).(source) | Iowa Code § 490.140(24) defines “foreign corporation” / “foreign business corporation” as a corporation incorporated elsewhere that would be a business corporation if incorporated under Iowa law.Quote: ““Foreign corporation” or “foreign business corporation” means a corporation incorporated under a law other than the law of this state which would be a business corporation if incorporated under the law of this state.” Pinpoint: § 490.140(24).(source) | Iowa Code § 488.102(8) defines “foreign limited partnership” as a partnership formed elsewhere with one or more general and limited partners, including a foreign limited liability limited partnership per § 488.102(7).Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than Iowa and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: § 488.102(7)-(8).(source) |
| IDchecked 2026-10-02 | The definition quoted at Idaho Code § 30-21-102(25) shows Idaho's foreign-qualification regime covers foreign limited liability company.Quote: ““Limited liability company” means a domestic limited liability company formed under or subject to chapter 25, title 30, Idaho Code, or a foreign limited liability company.” Pinpoint: Idaho Code § 30-21-102(25); Chapter 21 PDF p. 4.(source) | The definition quoted at Idaho Code § 30-29-140(16) shows Idaho's foreign-qualification regime covers foreign corporation.Quote: ““Foreign corporation” or “foreign business” means a corporation incorporated under a law other than the law of this state which would be a business corporation if incorporated under the law of this state.” Pinpoint: Idaho Code § 30-29-140(16).(source) | The definition quoted at Idaho Code § 30-21-102(28) shows Idaho's foreign-qualification regime covers foreign limited partnership.Quote: ““Limited partnership” means a domestic limited partnership formed under or subject to chapter 24, title 30, Idaho Code, or a foreign limited partnership. The term includes a limited liability limited partnership.” Pinpoint: Idaho Code § 30-21-102(28); Chapter 21 PDF p. 4.(source) |
| ILchecked 2026-10-02 | 805 ILCS 180/1-5 defines 'foreign limited liability company' as an unincorporated entity formed under another jurisdiction's law with liability protection comparable to Section 10-10, not otherwise required to register under Illinois law.Quote: “"Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of this State that afford limited liability to its owners comparable to the liability under Section 10-10 and is not required to register to transact business under any law of this State other than this Act.” Pinpoint: 805 ILCS 180/1-5.(source) | 805 ILCS 5/1.80(b) defines 'foreign corporation' as a for-profit corporation organized outside Illinois, excluding certain banking corporations holding specified state or federal banking authority.Quote: “"Foreign corporation" means a corporation for profit organized under laws other than the laws of this State, but shall not include a banking corporation organized under the laws of another state or of the United States, a foreign banking corporation organized under the laws of a country other than the United States and holding a certificate of authority from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Banking Office Act, or a banking corporation holding a license from the Commissioner of Banks and Real Estate issued pursuant to the Foreign Bank Representative Office Act.” Pinpoint: 805 ILCS 5/1.80(b).(source) | 805 ILCS 215/102(9) defines 'foreign limited partnership' as a partnership formed outside Illinois with the required general/limited partner structure, including a foreign limited liability limited partnership.Quote: “"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: 805 ILCS 215/102(9).(source) |
| INchecked 2026-10-02 | Indiana's Uniform Business Organizations Code (IC 23-0.5) governs foreign registration for LLCs, business corporations, limited partnerships, nonprofit corporations, and LLPs alike.Quote: “"Limited liability company" means a domestic limited liability company formed under or subject to IC 23-18, a domestic series limited liability company formed under or subject to IC 23-18.1, a foreign limited liability company, or a foreign series limited liability company. […] "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana.” Pinpoint: IC 23-0.5-1.5-20; IC 23-0.5-1.5-12; IC 23-0.5-1-2.(source) | Indiana's Uniform Business Organizations Code (IC 23-0.5) governs foreign registration for LLCs, business corporations, limited partnerships, nonprofit corporations, and LLPs alike.Quote: “"Business corporation" means a domestic business corporation incorporated under or subject to IC 23-1, IC 23-1.3, or IC 23-1.5 or a foreign business corporation. […] "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana.” Pinpoint: IC 23-0.5-1.5-3; IC 23-0.5-1.5-12; IC 23-0.5-1-2.(source) | Indiana's Uniform Business Organizations Code (IC 23-0.5) governs foreign registration for LLCs, business corporations, limited partnerships, nonprofit corporations, and LLPs alike.Quote: “"Limited partnership" means a domestic limited partnership formed under or subject to IC 23-16 or a foreign limited partnership. […] "Foreign", with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than Indiana.” Pinpoint: IC 23-0.5-1.5-22; IC 23-0.5-1.5-12; IC 23-0.5-1-2.(source) |
| KSchecked 2026-10-02 | K.S.A. 17-7902 defines "covered entity" to include a corporation, limited partnership, limited liability partnership and limited liability company, and "foreign covered entity" as one formed under another jurisdiction's laws.Quote: “(a) "Covered entity" means: (1) A corporation; (2) a limited partnership; (3) a limited liability partnership; and (4) a limited liability company. […] (b) "Foreign covered entity" means a covered entity whose internal affairs are governed by the laws of a jurisdiction other than this state.” Pinpoint: K.S.A. 17-7902; subsecs. (a)-(b).(source) | K.S.A. 17-7902 defines "covered entity" to include a corporation, limited partnership, limited liability partnership and limited liability company, and "foreign covered entity" as one formed under another jurisdiction's laws.Quote: “(a) "Covered entity" means: (1) A corporation; (2) a limited partnership; (3) a limited liability partnership; and (4) a limited liability company. […] (b) "Foreign covered entity" means a covered entity whose internal affairs are governed by the laws of a jurisdiction other than this state.” Pinpoint: K.S.A. 17-7902; subsecs. (a)-(b).(source) | K.S.A. 17-7902 defines "covered entity" to include a corporation, limited partnership, limited liability partnership and limited liability company, and "foreign covered entity" as one formed under another jurisdiction's laws.Quote: “(a) "Covered entity" means: (1) A corporation; (2) a limited partnership; (3) a limited liability partnership; and (4) a limited liability company. […] (b) "Foreign covered entity" means a covered entity whose internal affairs are governed by the laws of a jurisdiction other than this state.” Pinpoint: K.S.A. 17-7902; subsecs. (a)-(b).(source) |
| KYchecked 2026-10-02 | KY defines “foreign entity” (14A.1-070(10)) to include a “limited liability company” organized outside Kentucky; KRS 275.380 separately names “foreign limited liability company.”Quote: “"Foreign entity" means a corporation, not-for-profit corporation, cooperative, limited cooperative association, association, business or statutory trust, partnership, limited partnership, limited liability company, or unincorporated nonprofit association not: (a) Organized pursuant to the laws of the Commonwealth of Kentucky; or (b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky” Pinpoint: KRS 14A.1-070(9)-(10), PDF p.2-3.(source) | KY defines “foreign corporation” directly at 14A.1-070(9): a KRS 271B corporation not organized in, or internally governed by, Kentucky law.Quote: “"Foreign corporation" means a corporation as defined in subsection (2) of this section that is not: (a) Organized pursuant to the laws of the Commonwealth of Kentucky; or (b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky” Pinpoint: KRS 14A.1-070(9)-(10), PDF p.2-3.(source) | KY defines “foreign entity” (14A.1-070(10)) to include a “limited partnership” organized outside Kentucky; KRS 362.2-901 separately names “foreign limited partnership.”Quote: “"Foreign entity" means a corporation, not-for-profit corporation, cooperative, limited cooperative association, association, business or statutory trust, partnership, limited partnership, limited liability company, or unincorporated nonprofit association not: (a) Organized pursuant to the laws of the Commonwealth of Kentucky; or (b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky” Pinpoint: KRS 14A.1-070(9)-(10), PDF p.2-3.(source) |
| LAchecked 2026-10-02 | Part VIII covers any 'foreign limited liability company,' defined by the Chapter's definitions section as an LLC formed under the laws of any state other than Louisiana.Quote: “"Foreign limited liability company" means a limited liability company formed under the laws of any state other than this state.” Pinpoint: La. R.S. 12:1301(7).(source) | Chapter 3 covers 'foreign corporations'; R.S. 12:319 borrows R.S. 12:1-102(10)'s definition: incorporated elsewhere but would be a business corporation if organized here. It also addresses an undefined 'business association.'Quote: “Terms used in this Chapter shall, unless the context requires otherwise, have the same meaning as in Chapter 1 of this Title. […] "Foreign corporation" means a corporation incorporated under a law other than the law of this state, that would be a business corporation if incorporated under the laws of this state.” (La. R.S. 12:319) Pinpoint: La. R.S. 12:1-102(10).(source) | This chapter defines 'foreign partnership' as one formed under another state's, territory's or country's laws; R.S. 9:3423 extends it to limited partners' liability, i.e. a foreign partnership in commendam.Quote: “A foreign partnership is a partnership formed under the laws of any state of the United States, country, territory, possession, province, or commonwealth, other than the state of Louisiana. […] To own immovable property in this state or to have the limited liability of any partners of a limited partnership recognized, a foreign partnership must be registered in accordance with R.S. 9:3422.” (La. R.S. 9:3423) Pinpoint: La. R.S. 9:3421.(source) |
| MAchecked 2026-10-02 | c. 156C § 2(4) defines a foreign LLC as one formed under the laws of any other state, country or foreign jurisdiction and denominated as such under those laws.Quote: “''Foreign limited liability company'', a limited liability company formed under the laws of any state other than the commonwealth or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.” Pinpoint: G.L. c. 156C § 2(4).(source) | c. 156D § 1.40 defines a foreign corporation as a for-profit or nonprofit corporation incorporated under a law other than Massachusetts law.Quote: “''Foreign corporation'', a corporation for profit or a nonprofit corporation incorporated under a law other than the laws of the commonwealth.” Pinpoint: G.L. c. 156D § 1.40.(source) | c. 109 § 1(4) defines a foreign limited partnership as one formed under another state's laws with one or more general partners and one or more limited partners.Quote: “''Foreign limited partnership'', a partnership formed under the laws of any state other than the commonwealth and having as partners one or more general partners and one or more limited partners.” Pinpoint: G.L. c. 109 § 1(4).(source) |
| MDchecked 2026-10-02 | § 4A-101(j) defines a “foreign limited liability company” as one formed under the laws of a state other than Maryland; Subtitle 10 uses that term throughout.Quote: ““Foreign limited liability company” means a limited liability company formed under the laws of a state other than this State.” Pinpoint: § 4A-101(j).(source) | § 1-101(o) (general definitions for the Article) defines “foreign corporation”; Title 7 uses that term throughout.Quote: ““Foreign corporation” means a corporation, association, or joint-stock company organized under the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.” Pinpoint: § 1-101(o).(source) | § 10-101(f) defines a “foreign limited partnership” as one formed under the laws of a state other than Maryland (or a foreign country) with one or more general and one or more limited partners.Quote: ““Foreign limited partnership” means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.” Pinpoint: § 10-101(f).(source) |
| MEchecked 2026-10-02 | A foreign limited liability company is defined (31 M.R.S. §1502(11)) as an unincorporated association formed under another jurisdiction's limited-liability statute that is not required to be organized under any other Maine statute.Quote: “"Foreign limited liability company" means an organization that is: A. An unincorporated association or entity; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Organized under laws of a state other than the laws of this State, or under the laws of any foreign country; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] C. Organized under a statute pursuant to which an association or an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the association or entity; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] D. Not required to be registered or organized under any statute of this State other than this chapter.” Pinpoint: 31 M.R.S. §1502(11).(source) | A foreign corporation is defined (13-C M.R.S. §102(13)) as a for-profit corporation incorporated under another jurisdiction's law that would be a Maine business corporation if incorporated here.Quote: “"Foreign corporation" or "foreign business corporation" means a corporation incorporated for profit under a law other than the law of this State that would be a business corporation if incorporated under the laws of this State.” Pinpoint: 13-C M.R.S. §102(13), Title 13-C Ch.1 PDF p. 2.(source) | A foreign limited partnership is defined (31 M.R.S. §1302(7)) as a partnership formed under another jurisdiction's law requiring at least one general and one limited partner, including a foreign limited liability limited partnership.Quote: “"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: 31 M.R.S. §1302(7), Title 31 Ch.19 PDF pp. 1-2.(source) |
| MIchecked 2026-10-02 | MCL 450.4102(2)(i) defines a 'foreign limited liability company' as one formed under laws other than Michigan's.Quote: “"Foreign limited liability company" means a limited liability company formed under laws other than the laws of this state.” Pinpoint: MCL 450.4102(2)(i), Sec. 102(2)(i).(source) | MCL 450.1107(1) defines a 'foreign corporation' as a for-profit corporation formed under laws other than Michigan's for a purpose the Business Corporation Act allows.Quote: “"Foreign corporation" means a corporation for profit formed under laws other than the laws of this state, which includes in its purposes a purpose for which a corporation may be formed under this act.” Pinpoint: MCL 450.1107(1), Sec. 107(1).(source) | MCL 449.1101(5) defines a 'foreign limited partnership' as one formed under another state's laws with at least one general and one limited partner.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners 1 or more general partners and 1 or more limited partners.” Pinpoint: MCL 449.1101(5), Sec. 101(5).(source) |
| MNchecked 2026-10-02 | Minn. Stat. § 322C.0102, subd. 10 defines a foreign limited liability company as an unincorporated out-of-state entity denominated as a limited liability company under the law of its home jurisdiction.Quote: “"Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.” Pinpoint: Minn. Stat. § 322C.0102, subd. 10.(source) | Minn. Stat. § 303.02 defines a chapter-303 "corporation" as one formed for profit (including a cooperative) and defines "foreign corporation" by carving out federally-exempt entities, insurers and certain fiduciary associations.Quote: “"Corporation" means a corporation formed for profit and includes a cooperative. […] "Foreign corporation" does not include any corporation which, under the Constitution and statutes of the United States, may transact business in this state without first obtaining a certificate of authority so to do, insurance companies as defined by section 60A.02, and any banking or trust association or corporation or national banking association acting in this state as an executor, administrator, trustee, guardian, or conservator under section 303.25.” Pinpoint: Minn. Stat. § 303.02, subds. 2, 4.(source) | Minn. Stat. § 321.0102(7) defines a foreign limited partnership as an out-of-state partnership required by its home law to have both general and limited partners, including a foreign limited liability limited partnership.Quote: “"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: Minn. Stat. § 321.0102(7).(source) |
| MOchecked 2026-10-02 | § 347.015(9) defines 'foreign limited liability company' as one formed under the laws of any jurisdiction other than Missouri; §§ 347.151-347.181 use that term throughout.Quote: “"Foreign limited liability company" , a limited liability company formed under the laws of any jurisdiction other than the state of Missouri;” Pinpoint: § 347.015(9).(source) | § 351.015(7) defines 'foreign corporation' as a for-profit corporation organized under laws other than Missouri's; §§351.572-.609 use that term throughout.Quote: “"Foreign corporation" means a corporation for profit organized under laws other than the laws of this state;” Pinpoint: § 351.015(7).(source) | §359.011(4) defines 'foreign limited partnership' as a partnership formed under the laws of another country or state, having one or more general partners and one or more limited partners; §§359.491-.561 use that term throughout.Quote: “"Foreign limited partnership" , a partnership formed under the laws of any country or of any state other than this state and having as partners one or more general partners and one or more limited partners;” Pinpoint: § 359.011(4).(source) |
| MSchecked 2026-10-02 | Chapter 29 defines 'foreign' entities by cross-state/country organization and 'limited liability company' by domestic formation under the chapter; a foreign LLC is the combination of the two.Quote: “"Foreign," with reference to any entity, means such entity that is formed or organized under laws other than the laws of this state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction. […] "Limited liability company" or "domestic limited liability company" means an entity having one or more members that is an unincorporated company or unincorporated association formed and existing under this chapter and is not subject to Section 97-13-15.” Pinpoint: Miss. Code Ann. § 79-29-105(i), (o).(source) | A 'foreign corporation' is one incorporated outside Mississippi that would qualify as a Mississippi business corporation if formed here.Quote: “"Foreign corporation" means a corporation […] incorporated under a law other than the law of this state, which would be a business corporation if incorporated under the laws of this state.” Pinpoint: § 79-4-1.40(20), as amended by HB 789 §4 (2012 Reg. Session).(source) | A 'foreign limited partnership' is an unincorporated out-of-state entity that would be a limited partnership if formed in Mississippi, including a foreign LLLP.Quote: “"Foreign limited partnership" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. The term includes a foreign limited liability limited partnership.” Pinpoint: § 79-14-102(6).(source) |
| MTchecked 2026-10-02 | Mont. Code Ann. § 35-8-102(13) defines “foreign limited liability company” as an unincorporated entity organized elsewhere that affords its members limited liability and is not otherwise required to register under this chapter.Quote: “"Foreign limited liability company" means an entity that is: (a) an unincorporated entity; (b) organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe; (c) organized under a statute pursuant to which an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (d) not required to be registered or organized under any statute of this state other than this chapter.” Pinpoint: Mont. Code Ann. § 35-8-102(13).(source) | Mont. Code Ann. § 35-14-140(21) defines “foreign corporation” as a corporation incorporated under another jurisdiction's law that would be a business corporation under Montana law.Quote: “"Foreign corporation" or "foreign business corporation" means a corporation incorporated under a law other than the law of this state, including the laws of a federally recognized Indian tribe, that would be a business corporation if incorporated under the law of this state.” Pinpoint: Mont. Code Ann. § 35-14-140(21).(source) | Mont. Code Ann. § 35-12-504(7) defines “foreign limited partnership” as a partnership formed under another jurisdiction's law with general and limited partners, including an LLLP.Quote: “"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state, including the laws of a federally recognized Indian tribe, and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability partnership.” Pinpoint: Mont. Code Ann. § 35-12-504(7).(source) |
| NCchecked 2026-10-02 | Chapter 57D defines 'Foreign LLC' as an entity organized under another state's/foreign law that is denominated or substantially similar to an LLC, not a corporation, partnership or trust.Quote: “Foreign LLC. - An unincorporated entity organized under the law of (i) a state other than this State that is denominated thereunder as a limited liability company or (ii) a foreign jurisdiction other than a state, and the statute under which it is organized is substantially similar to the limited liability company statute of any state and is not more appropriately characterized as a corporation, partnership, or trust.” Pinpoint: N.C. Gen. Stat. § 57D-1-03(13).(source) | Chapter 55 defines 'Foreign corporation' as a for-profit corporation incorporated under a law other than the law of North Carolina.Quote: “Foreign corporation. - A corporation for profit incorporated under a law other than the law of this State.” Pinpoint: N.C. Gen. Stat. § 55-1-40(10).(source) | Chapter 59 defines 'foreign limited partnership' as a partnership formed under another jurisdiction's law with one or more general and one or more limited partners, including a limited liability limited partnership.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state, province, country, or other jurisdiction other than this State and having as partners one or more general partners and one or more limited partners, and includes, for all purposes of the laws of the State of North Carolina, a limited liability limited partnership.” Pinpoint: N.C. Gen. Stat. § 59-102(5).(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-02 defines "foreign limited liability company" for purposes of the LLC act's foreign-entity article.Quote: “"Foreign limited liability company" means a limited liability company which is organized under or governed by laws other than the laws of this state for a purpose for which a limited liability company may be organized under this chapter.” Pinpoint: NDCC 10-32.1-02, heading "10-32.1-02. Definitions."(source) | NDCC 10-19.1-01 defines "foreign corporation" for purposes of the business corporation act's foreign-entity article.Quote: “"Foreign corporation" means a corporation organized for profit which is incorporated under laws other than the laws of this state for a purpose for which a corporation may be incorporated under this chapter.” Pinpoint: NDCC 10-19.1-01, heading "10-19.1-01. Definitions."(source) | NDCC 45-10.2-02 defines "foreign limited partnership" for purposes of the limited partnership act's foreign-entity article.Quote: “"Foreign limited partnership" means a partnership formed by two or more persons under laws of a jurisdiction other than this state: a. Which is required by those laws to have one or more general partners and one or more limited partners; b. Whose general partners have personal liability for the obligations of the foreign limited partnership under provisions similar to this chapter; c. For a purpose for which a limited partnership may be organized under this chapter; and d. Which is in good standing in its jurisdiction of origin.” Pinpoint: NDCC 45-10.2-02, heading "45-10.2-02. (102) Definitions."(source) |
| NEchecked 2026-10-02 | Neb. Rev. Stat. § 21-102(8) defines 'foreign limited liability company' as an unincorporated entity formed under another jurisdiction's law and denominated by that law as a limited liability company.Quote: “Foreign limited liability company means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.” Pinpoint: Neb. Rev. Stat. § 21-102.(source) | Neb. Rev. Stat. § 21-214(21) defines 'foreign corporation' as one incorporated under another jurisdiction's law that would be a business corporation if incorporated in Nebraska.Quote: “Foreign corporation means a corporation incorporated under a law other than the law of this state which would be a business corporation if incorporated under the laws of this state.” Pinpoint: Neb. Rev. Stat. § 21-214.(source) | Neb. Rev. Stat. § 67-233(4) defines 'foreign limited partnership' as a partnership formed under another state's or foreign country's law with at least one general and one limited partner.Quote: “Foreign limited partnership shall mean a partnership formed under the laws of any state other than this state or under the laws of any foreign country and having as partners one or more general partners and one or more limited partners;” Pinpoint: Neb. Rev. Stat. § 67-233.(source) |
| NHchecked 2026-10-02 | RSA 304-C:9 defines a foreign limited liability company as one formed under another state's or country's laws and denominated as such there.Quote: “"Foreign limited liability company" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.” Pinpoint: RSA 304-C:9, gc.nh.gov heading '304-C:9 Foreign Limited Liability Company'.(source) | RSA 293-A:1.40(10) defines a foreign corporation as one incorporated under another jurisdiction's law that would be a business corporation if incorporated in New Hampshire.Quote: “"Foreign corporation" means a corporation incorporated under a law other than the law of this state, which would be a business corporation if incorporated under the laws of this state.” Pinpoint: RSA 293-A:1.40(10), gc.nh.gov heading '293-A:1.40 Act Definitions'.(source) | RSA 304-B:1, IV defines a foreign limited partnership as one formed under another state's laws with at least one general partner and one limited partner.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners.” Pinpoint: RSA 304-B:1, IV, gc.nh.gov heading '304-B:1 Definitions'.(source) |
| NJchecked 2026-10-02 | Article 8 covers a "foreign limited liability company": an unincorporated entity formed under another jurisdiction's law and denominated by that law as an LLC (N.J.S.A. 42:2C-2).Quote: “"Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this State and denominated by that law as a limited liability company.” Pinpoint: N.J.S.A. 42:2C-2.(source) | Chapter 13 covers a "foreign corporation": a for-profit corporation organized under the law of any other jurisdiction, state, territory, or foreign country (N.J.S.A. 14A:1-2.1(i)).Quote: “"Foreign corporation" means a corporation for profit organized under the laws of a jurisdiction other than this State, including any state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction.” Pinpoint: N.J.S.A. 14A:1-2.1(i).(source) | The foreign-LP article covers a "foreign limited partnership": a partnership formed under another state's laws with one or more general partners and one or more limited partners (N.J.S.A. 42:2A-5(d)).Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners.” Pinpoint: N.J.S.A. 42:2A-5(d).(source) |
| NMchecked 2026-10-02 | Section 53-19-2(G) defines "foreign limited liability company" as an unincorporated association organized under another jurisdiction's limited-liability statute and not otherwise required to be organized under New Mexico law.Quote: “"foreign limited liability company" means a person that is: (1) an unincorporated association; (2) organized under the laws of another state or foreign country; (3) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the person; and (4) is not required to be registered or organized under the laws of New Mexico other than the Limited Liability Company Act;” Pinpoint: NMSA 1978 § 53-19-2(G), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-19-2 'Definitions.'.(source) | Section 53-11-2(B) defines "foreign corporation", for the Business Corporation Act, as a for-profit corporation organized under another jurisdiction's law for a purpose a domestic corporation could be organized for.Quote: “"foreign corporation" means a corporation for profit organized under laws other than the laws of this state for a purpose for which a corporation may be organized under the Business Corporation Act;” Pinpoint: NMSA 1978 § 53-11-2(B), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-11-2 'Definitions.'.(source) | Section 54-2A-102(G) defines "foreign limited partnership" as a partnership formed under another jurisdiction's law and required to have general and limited partners, a term that includes a foreign limited liability limited partnership.Quote: “"foreign limited partnership" means a partnership formed pursuant to the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership;” Pinpoint: NMSA 1978 § 54-2A-102(G), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-102 'Definitions.'.(source) |
| NVchecked 2026-10-02 | Nevada's LLC Act defines a foreign limited-liability company as one formed under the laws of any jurisdiction other than Nevada.Quote: ““Foreign limited-liability company” means a limited-liability company formed under the laws of any jurisdiction other than this State.” Pinpoint: NRS 86.051.(source) | Nevada's foreign-corporations chapter covers any corporation organized under another state's or country's laws that enters Nevada to do business; it has no separate "foreign corporation" definition.Quote: “Before commencing or doing any business in this State, each corporation organized pursuant to the laws of another state, territory, the District of Columbia, a possession of the United States or a foreign country that enters this State to do business must” Pinpoint: NRS 80.010(1).(source) | Nevada's Limited Partnership Act defines a foreign limited partnership as one formed under another jurisdiction's laws with at least one general and one limited partner.Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this State and having as partners one or more general partners and one or more limited partners.” Pinpoint: NRS 88.315(4).(source) |
| NYchecked 2026-10-02 | N.Y. LLC Law § 102(k) defines a foreign limited liability company as an unincorporated organization formed outside New York, not authorized under another NY law, in which some or all distribution or voting holders have limited liability.Quote: “"Foreign limited liability company" means an unincorporated organization formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state (i) that is not authorized to do business in this state under any other law of this state and (ii) of which some or all of the persons who are entitled (A) to receive a distribution of the assets thereof upon the dissolution of the organization or otherwise or (B) to exercise voting rights with respect to an interest in the organization have, or are entitled or authorized to have, under the laws of such other jurisdiction, limited liability for the contractual obligations or other liabilities of the organization.” Pinpoint: N.Y. Ltd. Liab. Co. Law § 102(k); nysenate.gov section page headed 'SECTION 102 Definitions', Article 1 (page shows 'Viewing most recent revision (from 2026-09-04)').(source) | N.Y. Bus. Corp. Law § 102(a)(7) defines a foreign corporation as a for-profit corporation formed outside New York with a purpose for which a corporation may be formed under the Business Corporation Law.Quote: “"Foreign corporation" means a corporation for profit formed under laws other than the statutes of this state, which has as its purpose or among its purposes a purpose for which a corporation may be formed under this chapter, other than a corporation which, if it were to be formed currently under the laws of this state, could not be formed under this chapter. "Authorized", when used with respect to a foreign corporation, means having authority under article 13 (Foreign corporations) to do business in this state.” Pinpoint: N.Y. Bus. Corp. Law § 102(a)(7); nysenate.gov section page headed 'SECTION 102 Definitions', Article 1 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | N.Y. Partnership Law § 121-101(e) defines a foreign limited partnership as a partnership formed outside New York that has one or more general partners and one or more limited partners.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more general partners and one or more limited partners.” Pinpoint: N.Y. P'ship Law § 121-101(e); nysenate.gov section page headed 'SECTION 121-101 Definitions', Article 8-A (page shows 'Viewing most recent revision (from 2014-09-22)').(source) |
| OHchecked 2026-10-02 | R.C. 1706.01(L) defines a 'foreign limited liability company' as an unincorporated association formed under another state's/country's law affording limited liability, not otherwise registerable under other Ohio statutes.Quote: “"Foreign limited liability company" means an entity that is all of the following: (1) An unincorporated association; (2) Organized under the laws of a state other than this state or under the laws of a foreign country; (3) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; (4) Not required to be registered, qualified, or organized under any statute of this state other than this chapter.” Pinpoint: R.C. 1706.01(L).(source) | R.C. 1703.01(B) defines 'foreign corporation' as one incorporated elsewhere (or a US-chartered bank/savings institution based elsewhere); R.C. 1703.27 confirms the chapter governs for-profit corporations.Quote: “"Foreign corporation" means a corporation incorporated under the laws of another state or a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state.” Pinpoint: R.C. 1703.01(B); confirmed as the for-profit chapter by R.C. 1703.27.(source) | R.C. 1782.01(E) defines a 'foreign limited partnership' as a limited partnership formed under the laws of any state other than Ohio.Quote: “"Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state.” Pinpoint: R.C. 1782.01(E).(source) |
| OKchecked 2026-10-02 | The Act defines a foreign LLC as an unincorporated association formed elsewhere under a statute that affords its members limited liability.Quote: ““Foreign limited liability company” means: a. an unincorporated association, b. formed under the laws of any jurisdiction other than this state, and c. formed under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity;” Pinpoint: 18 O.S. Section 2001(12), p.537.(source) | A "foreign corporation" under the Oklahoma General Corporation Act is one organized under the laws of any jurisdiction other than Oklahoma.Quote: “As used in the Oklahoma General Corporation Act, the words "foreign corporation" mean a corporation organized pursuant to the laws of any jurisdiction other than this state.” Pinpoint: 18 O.S. Section 1130(A), p.473.(source) | A "foreign limited partnership" is one formed under another jurisdiction's law requiring at least one general and one limited partner, including a foreign limited liability limited partnership.Quote: ““Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.” Pinpoint: 54 O.S. Section 500-102A(7), p.77.(source) |
| ORchecked 2026-10-02 | Oregon's definitions section defines 'foreign limited liability company' as the entity type covered by this chapter's foreign-registration article.Quote: “"Foreign limited liability company" means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity's members limited liability with respect to the liabilities of the entity.” Pinpoint: ORS 63.001(11).(source) | Oregon's definitions section defines 'foreign corporation' as the entity type covered by this chapter's foreign-registration article.Quote: “"Foreign corporation" means a corporation for profit that is incorporated under laws other than the laws of the state.” Pinpoint: ORS 60.001(17).(source) | Oregon's definitions section defines 'foreign limited partnership' as the entity type covered by this chapter's foreign-registration article.Quote: “"Foreign limited partnership" means a partnership formed under laws other than the laws of this state and having as partners one or more general partners and one or more limited partners.” Pinpoint: ORS 70.005(10).(source) |
| PAchecked 2026-10-02 | Chapter 4 covers a foreign llc as a "foreign filing association" under the Title 15 definitions tying the entity's own act to Chapter 4.Quote: “"Foreign filing association." A foreign association, the formation of which requires the filing of a public organic record.” Pinpoint: 15 Pa.C.S. § 102; § 401(a).(source) | Chapter 4 covers a foreign corp as a "foreign filing association" under the Title 15 definitions tying the entity's own act to Chapter 4.Quote: “"Foreign business corporation." A foreign corporation for profit subject to Chapter 4 (relating to foreign associations), whether or not required to register thereunder.” Pinpoint: 15 Pa.C.S. § 1103; § 401(a).(source) | Chapter 4 covers a foreign lp as a "foreign filing association" under the Title 15 definitions tying the entity's own act to Chapter 4.Quote: “"Foreign filing association." A foreign association, the formation of which requires the filing of a public organic record.” Pinpoint: 15 Pa.C.S. § 102; § 401(a).(source) |
| RIchecked 2026-10-02 | Rhode Island's LLC Act defines a foreign limited liability company as one formed under the laws of any other state or foreign country.Quote: ““Foreign limited liability company” means a limited liability company formed under the laws of any state other than this state or any foreign country.” Pinpoint: 7-16-2(14).(source) | Rhode Island's Business Corporation Act defines a foreign corporation as a for-profit corporation organized under another jurisdiction's laws for a purpose for which a corporation could be organized under the Act.Quote: ““Foreign corporation” means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter.” Pinpoint: 7-1.2-106(8).(source) | Rhode Island's LP Act defines a foreign limited partnership as an unincorporated entity formed elsewhere that would be a limited partnership if formed in Rhode Island, including an LLLP.Quote: ““Foreign limited partnership” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. The term includes a foreign limited liability limited partnership.” Pinpoint: 7-13.1-102(8).(source) |
| SCchecked 2026-10-02 | South Carolina's LLC Act (Section 33-44-101(8)) defines a 'foreign limited liability company' as an unincorporated entity organized under another jurisdiction's law affording liability protection comparable to Section 33-44-303.Quote: “"Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of this State which afford limited liability to its owners comparable to the liability under Section 33-44-303 and is not required to obtain a certificate of authority to transact business under any law of this State other than this chapter.” Pinpoint: S.C. Code Ann. Section 33-44-101(8), Chapter 44 Article 1.(source) | South Carolina's corporation act (Section 33-1-400(12)) defines a 'foreign corporation' as a for-profit corporation incorporated under a law other than South Carolina's.Quote: “"Foreign corporation" means a corporation for profit incorporated pursuant to a law other than the law of this State.” Pinpoint: S.C. Code Ann. Section 33-1-400(12), Chapter 1 Article 4 Definitions.(source) | South Carolina's LP Act (Section 33-42-20(4)) defines a 'foreign limited partnership' as a partnership formed under another state's laws having at least one general and one limited partner.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners.” Pinpoint: S.C. Code Ann. Section 33-42-20(4), Chapter 42 Article 1.(source) |
| SDchecked 2026-10-02 | The act defines a foreign limited liability company as an unincorporated entity formed under another jurisdiction's law and denominated by that law as a limited liability company.Quote: “"Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company;” Pinpoint: SDCL § 47-34A-101(8).(source) | The act defines a foreign corporation as any corporation incorporated under another jurisdiction's law that would qualify as a business corporation if incorporated under South Dakota law.Quote: “"Foreign corporation," any corporation incorporated under a law other than the law of this state, which would be a business corporation if incorporated under the laws of this state;” Pinpoint: SDCL § 47-1A-140(15).(source) | The act defines a foreign limited partnership as a partnership formed under another state's laws with at least one general partner and one limited partner.Quote: “"Foreign limited partnership," a partnership formed under the laws of any state other than South Dakota and having as partners one or more general partners and one or more limited partners;” Pinpoint: SDCL § 48-7-101(4).(source) |
| TNchecked 2026-10-02 | § 102(12) defines 'Foreign LLC' as an LLC formed under the laws of a jurisdiction other than Tennessee; Part 9's foreign-LLC regime applies to that defined term throughout.Quote: ““Foreign LLC” (or an LLC that is designated as “foreign”) means a limited liability company that is formed under the laws of a jurisdiction other than this state.” Pinpoint: bill § 102(12) (codified Tenn. Code Ann. § 48-249-102(12)), heading '102. Definitions.'.(source) | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | § 101(6) defines 'Foreign limited partnership' as an unincorporated entity formed elsewhere that would be a limited partnership if formed in Tennessee, including a foreign limited liability limited partnership; Part 10 applies to that term.Quote: “"Foreign limited partnership" (A) Means an unincorporated entity formed under the laws of a jurisdiction other than this state that would be a limited partnership if formed under the laws of this state; and (B) lncludes a foreign limited liability limited partnership;” Pinpoint: bill § 101(6) (codified Tenn. Code Ann. § 61-3-101(6)) (source text renders 'Includes' as 'lncludes' -- OCR artifact).(source) |
| TXchecked 2026-10-02 | Sec. 101.001(2) defines 'foreign limited liability company' (or 'foreign company') as an LLC formed under another jurisdiction's law; Sec. 9.001(a)(1) names it as a type that must register under ch. 9.Quote: “"Foreign limited liability company" or "foreign company" means a limited liability company formed under the laws of a jurisdiction other than this state.” Pinpoint: Tex. Bus. Orgs. Code § 101.001(2); tcss.legis.texas.gov Title 3, Chapter 101, Subchapter A page, heading 'Sec. 101.001. DEFINITIONS.'.(source) | Sec. 21.002(7) defines 'foreign corporation' as a for-profit corporation formed under another jurisdiction's law; Sec. 9.001(a)(1) names it as a type that must register under ch. 9.Quote: “"Foreign corporation" means a for-profit corporation formed under the laws of a jurisdiction other than this state.” Pinpoint: Tex. Bus. Orgs. Code § 21.002(7); tcss.legis.texas.gov Title 2, Chapter 21, Subchapter A page, heading 'Sec. 21.002. DEFINITIONS.'.(source) | Ch. 153 (Title 4) does not itself define 'foreign limited partnership'; Sec. 1.002(27) and (50) define 'foreign' and 'limited partnership' separately, and Sec. 9.001(a)(1) names the combined term as a type that must register.Quote: “"Foreign" means, with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. […] "Limited partnership" means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. The term includes a limited partnership registered as a limited liability limited partnership.” Pinpoint: Tex. Bus. Orgs. Code § 1.002(27), (50); tcss.legis.texas.gov Title 1, Chapter 1, Subchapter A page, heading 'Sec. 1.002. DEFINITIONS.'.(source) |
| UTchecked 2026-10-02 | Chapter 1a's registration duty runs against any "filing foreign entity" -- a foreign "entity" (statutory list includes a limited liability company) that is also a "filing entity" (created by filing a public organic document).Quote: “"Entity" means: a business corporation; a nonprofit corporation; a partnership; a decentralized autonomous organization; a limited liability partnership; a limited partnership; a limited liability limited partnership; a limited liability company; a limited cooperative association; an unincorporated nonprofit association; a statutory trust, business trust, or common-law business trust; or another person that has: a legal existence separate from an interest holder of that person; or the power to acquire an interest in real property in the person's own name.” Pinpoint: Utah Code § 16-1a-101(41), (42), (44).(source) | Chapter 1a's registration duty runs against any "filing foreign entity" -- a foreign "entity" (statutory list includes a business corporation) that is also a "filing entity" (created by filing a public organic document).Quote: “"Entity" means: a business corporation; a nonprofit corporation; a partnership; a decentralized autonomous organization; a limited liability partnership; a limited partnership; a limited liability limited partnership; a limited liability company; a limited cooperative association; an unincorporated nonprofit association; a statutory trust, business trust, or common-law business trust; or another person that has: a legal existence separate from an interest holder of that person; or the power to acquire an interest in real property in the person's own name.” Pinpoint: Utah Code § 16-1a-101(41), (42), (44).(source) | Chapter 1a's registration duty runs against any "filing foreign entity" -- a foreign "entity" (statutory list includes a limited partnership) that is also a "filing entity" (created by filing a public organic document).Quote: “"Entity" means: a business corporation; a nonprofit corporation; a partnership; a decentralized autonomous organization; a limited liability partnership; a limited partnership; a limited liability limited partnership; a limited liability company; a limited cooperative association; an unincorporated nonprofit association; a statutory trust, business trust, or common-law business trust; or another person that has: a legal existence separate from an interest holder of that person; or the power to acquire an interest in real property in the person's own name.” Pinpoint: Utah Code § 16-1a-101(41), (42), (44).(source) |
| VAchecked 2026-10-02 | Article 10 covers a "foreign limited liability company," an unincorporated organization formed outside Virginia, denominated an LLC by its own law, that affords members limited liability; excludes a foreign business trust.Quote: “"Foreign limited liability company" means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity.” Pinpoint: § 13.1-1002.(source) | Chapter 9 covers a "foreign corporation": a share-issuing corporation organized under laws other than Virginia's.Quote: “"Foreign corporation" means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.” Pinpoint: § 13.1-603.(source) | Article 9 covers a "foreign limited partnership": a partnership formed outside Virginia with one or more general partners and one or more limited partners.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state or jurisdiction other than the Commonwealth and having as partners one or more general partners and one or more limited partners.” Pinpoint: § 50-73.1.(source) |
| VTchecked 2026-10-02 | 11 V.S.A. § 4001(12) defines a “foreign limited liability company” as an unincorporated entity formed elsewhere that affords its owners limited liability comparable to Vermont's own Act.Quote: ““Foreign limited liability company” means an unincorporated entity organized under laws, other than the laws of this State, which afford limited liability to its owners comparable to the liability under section 4042 of this title.” Pinpoint: 11 V.S.A. § 4001(12).(source) | 11A V.S.A. § 1.40(9) defines a “foreign corporation” as a for-profit corporation incorporated under another jurisdiction's law.Quote: ““Foreign corporation” means a corporation for profit incorporated under a law other than the law of this State.” Pinpoint: 11A V.S.A. § 1.40(9).(source) | 11 V.S.A. § 3401(4) defines a “foreign limited partnership” as one formed under another state's laws with at least one general and one limited partner.Quote: “A “foreign limited partnership” means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners.” Pinpoint: 11 V.S.A. § 3401(4).(source) |
| WAchecked 2026-10-02 | RCW 23.95.105(18) of the Uniform Business Organizations Code defines the foreign limited liability company that RCW 23.95 Article 5's registration article covers.Quote: “"Limited liability company" means a domestic limited liability company formed under or subject to chapter 25.15 RCW or a foreign limited liability company.” Pinpoint: RCW 23.95.105(18).(source) | RCW 23.95.105(2) of the Uniform Business Organizations Code defines the foreign corporation that RCW 23.95 Article 5's registration article covers.Quote: “"Business corporation" means a domestic business corporation incorporated under or subject to Title 23B RCW or a foreign business corporation.” Pinpoint: RCW 23.95.105(2).(source) | RCW 23.95.105(21) of the Uniform Business Organizations Code defines the foreign limited partnership that RCW 23.95 Article 5's registration article covers.Quote: “"Limited partnership" means a domestic limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited partnership. "Limited partnership" includes a limited liability limited partnership.” Pinpoint: RCW 23.95.105(21).(source) |
| WIchecked 2026-10-02 | Wisconsin's LLC act defines a 'foreign limited liability company' as an association that would be a Wisconsin LLC but for being formed under another jurisdiction's law.Quote: ““Foreign limited liability company” means an association that would be a limited liability company subject to this chapter but for the fact that its governing law is not the law of this state.” Pinpoint: Wis. Stat. s. 183.0102(5).(source) | Wisconsin's corporation act defines a 'foreign corporation' as a for-profit corporation formed under another jurisdiction's law, excluding railroads, religious/charitable associations, insurers, motor clubs, and savings institutions.Quote: ““Foreign corporation” means a corporation for profit incorporated under a law other than the law of this state and whose governing law is other than the law of this state, except a railroad corporation, an association created solely for religious or charitable purposes, an insurer or motor club, a savings and loan association, a savings bank or a common law trust.” Pinpoint: Wis. Stat. s. 180.0103(9).(source) | Wisconsin's LP act defines a 'foreign limited partnership' as an association that would be a Wisconsin LP but for being formed under another jurisdiction's law, including foreign LLLPs.Quote: ““Foreign limited partnership” means an association that would be a limited partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability limited partnership.” Pinpoint: Wis. Stat. s. 179.0102(6).(source) |
| WVchecked 2026-10-03 | Chapter 31B defines a "foreign limited liability company" as an unincorporated entity organized elsewhere that affords its owners comparable limited liability and is not required to obtain a certificate of authority under any other chapter.Quote: “"Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of this state which afford limited liability to its owners comparable to the liability under section 3-303 and is not required to obtain a certificate of authority to transact business under any law of this state other than this chapter.” Pinpoint: W. Va. Code 31B-1-101(11).(source) | Chapter 31D defines a "foreign corporation" as a for-profit corporation incorporated under a law other than West Virginia's.Quote: “"Foreign corporation" means a corporation for profit incorporated under a law other than the laws of this state.” Pinpoint: W. Va. Code 31D-1-150(11).(source) | Article 9 defines a "foreign limited partnership" as a partnership formed under another state's laws having one or more general partners and one or more limited partners.Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners;” Pinpoint: W. Va. Code 47-9-1(6).(source) |
| WYchecked 2026-10-02 | A "foreign limited liability company" is an unincorporated entity formed under another jurisdiction's law and called an LLC there, or found by the secretary of state to be similar (W.S. 17-29-102(a)(vii)).Quote: “"Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company or which appears to the secretary of state to possess characteristics sufficiently similar to those of a limited liability company organized under this chapter” Pinpoint: W.S. 17-29-102(a)(vii), Title 17 PDF p. 674.(source) | Article 15 governs a "foreign corporation", defined as a corporation for profit incorporated under a law other than the law of Wyoming (W.S. 17-16-140(a)(xv)).Quote: “"Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state” Pinpoint: W.S. 17-16-140(a)(xv), Title 17 PDF p. 220.(source) | A "foreign limited partnership" is a partnership formed under the laws of another state with at least one general and one limited partner; a foreign LLLP is a defined subtype (W.S. 17-14-202(a)).Quote: “"Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one (1) or more general partners and one (1) or more limited partners […] "State" means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico […] "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to W.S. 17-14-503” Pinpoint: W.S. 17-14-202(a)(iv), Title 17 PDF p. 178; (a)(xii), (xiv), PDF p. 179.(source) |
Field definitions
- LLC
- The definition or scope text identifying which foreign entities the registration provision covers, in the state's limited liability company act.
- Corporation
- The definition or scope text identifying which foreign entities the registration provision covers, in the state's business corporation act.
- Limited Partnership
- The definition or scope text identifying which foreign entities the registration provision covers, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
What the statute says counts as transacting business
Where an act affirmatively states what conduct counts as transacting or doing business, the cell quotes it; a cell that reads “Not stated after complete search” says a search of the act text found no such statement, and a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of conducting affairs by a foreign limited liability company was located in the Alaska LLC Act after a full-text search. Pinpoint: Alaska Revised Limited Liability Company Act, AS 10.50.010-10.50.995, full chapter (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign corporation was located in the Alaska Corporations Code after a full-text search. Pinpoint: Alaska Corporations Code, AS 10.06.005-10.06.995, full chapter (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign limited partnership was located in the Alaska Revised Uniform Limited Partnership Act after a full-text search. Pinpoint: Alaska Revised Uniform Limited Partnership Act, AS 32.11.010-32.11.990, full chapter (full-text search).(source) |
| ALchecked 2026-10-02 | §10A-1-7.01(b) defines 'transact business'/'transacting business' for a foreign LLC broadly to include conducting any business or activity, whether or not for profit.Quote: “For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.” Pinpoint: Ala. Code § 10A-1-7.01(b); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.01 Foreign Entities Required to Register.'.(source) | §10A-1-7.01(b) defines 'transact business'/'transacting business' for a foreign corp. broadly to include conducting any business or activity, whether or not for profit.Quote: “For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.” Pinpoint: Ala. Code § 10A-1-7.01(b); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.01 Foreign Entities Required to Register.'.(source) | §10A-1-7.01(b) defines 'transact business'/'transacting business' for a foreign LP broadly to include conducting any business or activity, whether or not for profit.Quote: “For purposes of this Article 7, the terms transact business and transacting business shall include conducting a business, activity, not for profit activity, and any other activity, whether or not for profit.” Pinpoint: Ala. Code § 10A-1-7.01(b); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.01 Foreign Entities Required to Register.'.(source) |
| ARchecked 2026-10-02 | Not stated after complete searchChapter 38 nowhere defines 'doing business' or 'transacting business' for a foreign LLC; § 4-38-905 only lists activities that do not count, without an affirmative definition. Pinpoint: Searched the full Chapter 38 text (Subchapters 1-14, §§ 4-38-101 to 4-38-1203) including Subchapter 9; no defining sentence located.(source) | Not stated after complete searchThe Business Corporation Act nowhere defines 'transacting business' for a foreign corporation; § 64-1501 only lists activities that do not count, without an affirmative definition. Pinpoint: Searched the complete Act 958 text (§§ 64-101 to 64-1908); no defining sentence located.(source) | Unlike the LLC and corp acts, § 4-47-903(b) affirmatively says owning income-producing real or tangible personal property (beyond property excluded in (a)) itself constitutes transacting business; it is not a general definition of the term.Quote: “For purposes of this chapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.” Pinpoint: Ark. Code Ann. § 4-47-903(b).(source) |
| AZchecked 2026-10-02 | Not stated after complete searchA full-text search of A.R.S. §§ 29-3901 to 29-3912 (Article 9) and § 29-3102 definitions located no affirmative definition of "doing business"; only the § 29-3905 exclusions list and § 29-3902 registration duty are stated. Pinpoint: A.R.S. § 29-3102 (definitions) and all ten non-reserved sections of Article 9, §§ 29-3901-29-3906, 29-3908, 29-3910-29-3912 (§§ 29-3907, 29-3909 are '[Reserved]'); no definition of 'doing business' or 'transacting business' located.(source) | Not stated after complete searchA full-text search of A.R.S. § 10-140 and §§ 10-1501 to 10-1510 (Chapter 15, Article 1) located no affirmative definition of "transact business" for a foreign corporation; only the § 10-1501(B) exclusions list is stated. Pinpoint: A.R.S. § 10-140 (definitions) and all ten sections of Chapter 15 Article 1, §§ 10-1501 to 10-1510; no definition of 'transact business' located.(source) | Not stated after complete searchA full-text search of A.R.S. § 29-301 and §§ 29-348 to 29-355 (Article 9) located no affirmative definition of "transacting business" for a foreign limited partnership; only the § 29-354(E) exclusions list is stated. Pinpoint: A.R.S. § 29-301 (definitions) and all eight sections of Article 9, §§ 29-348 to 29-355; no definition of 'transacting business' located.(source) |
| CAchecked 2026-10-02 | Sec. 17708.03(a) defines transacting intrastate business, for this article, as entering into repeated and successive transactions of business in California other than interstate or foreign commerce.Quote: “A foreign limited liability company that enters into repeated and successive transactions of business in this state, other than in interstate or foreign commerce, is considered to be transacting intrastate business in this state within the meaning of this article.” Pinpoint: Corp. Code Section 17708.03(a); leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 8 page, heading '17708.03.'.(source) | Sec. 191(a) defines 'transact intrastate business,' for Chapter 21, as entering into repeated and successive transactions of the corporation's business in California other than interstate or foreign commerce.Quote: “For the purposes of Chapter 21 (commencing with Section 2100), “transact intrastate business” means entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.” Pinpoint: Corp. Code Section 191(a); leginfo.legislature.ca.gov Corporations Code, TITLE 1, DIVISION 1, CHAPTER 1 page, heading '191.'.(source) | Sec. 15901.02(ai)(1) defines transacting intrastate business as repeated and successive transactions of business in California other than interstate/foreign commerce; Sec. 15909.03(b) adds that owning income-producing property also counts.Quote: ““Transact intrastate business” means, for purposes of registration, entering into repeated and successive transactions of business in this state, other than interstate or foreign commerce. […] For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision (a), constitutes transacting business in this state.” Pinpoint: Corp. Code Section 15901.02(ai)(1); Section 15909.03(b); leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5, ARTICLE 1 and ARTICLE 9 pages, headings '15901.02.' and '15909.03.'.(source) |
| COchecked 2026-10-02 | Not stated after complete searchNo affirmative statutory definition of “transacting business” or “conducting activities” for a foreign limited liability company was located in title 7 after a full-text search. Pinpoint: C.R.S. §§ 7-90-102, 7-90-704, 7-90-801 to 7-90-813, and C.R.S. § 7-80-901 read in full; no affirmative definition located.(source) | Not stated after complete searchNo affirmative statutory definition of “transacting business” or “conducting activities” for a foreign corporation was located in title 7 after a full-text search. Pinpoint: C.R.S. §§ 7-90-102, 7-90-704, 7-90-801 to 7-90-813, and C.R.S. § 7-115-101 read in full; no affirmative definition located.(source) | Not stated after complete searchNo affirmative statutory definition of “transacting business” or “conducting activities” for a foreign limited partnership was located in title 7 after a full-text search. Pinpoint: C.R.S. §§ 7-90-102, 7-90-704, 7-90-801 to 7-90-813, and C.R.S. § 7-62-902 read in full; no affirmative definition located.(source) |
| CTchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of transacting business by a foreign LLC was located in the Connecticut Uniform Limited Liability Company Act after a full-text search. Pinpoint: Conn. Gen. Stat. §§ 34-243 to 34-283d, full chapter (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign corporation was located in the Connecticut Business Corporation Act after a full-text search. Pinpoint: Conn. Gen. Stat. §§ 33-600 to 33-998, full chapter (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign limited partnership was located in the Uniform Limited Partnership Act after a full-text search. Pinpoint: Conn. Gen. Stat. §§ 34-9 to 34-38u, full chapter (full-text search).(source) |
| DCchecked 2026-10-02 | Not stated after complete searchNo provision in D.C. Code tit. 29 ch. 1 or ch. 8 affirmatively defines “doing business” for a foreign limited liability company; only the negative exclusion list in § 29-105.05 exists.(source) | Not stated after complete searchNo provision in D.C. Code tit. 29 ch. 1 or ch. 3 affirmatively defines “doing business” for a foreign corporation; only the negative exclusion list in § 29-105.05 exists.(source) | Not stated after complete searchNo provision in D.C. Code tit. 29 ch. 1 or ch. 7 affirmatively defines “doing business” for a foreign limited partnership; only the negative exclusion list in § 29-105.05 exists.(source) |
| DEchecked 2026-10-02 | § 18-911(b) defines 'doing business' only for § 18-911 service of process on unregistered foreign LLCs: the course or practice of carrying on any business activities in Delaware, including soliciting business or orders.Quote: “Whenever the words “doing business,” “the doing of business” or “business done in this State,” by any such foreign limited liability company are used in this section, they shall mean the course or practice of carrying on any business activities in the State of Delaware, including, without limiting the generality of the foregoing, the solicitation of business or orders in the State of Delaware.” Pinpoint: 6 Del. C. § 18-911(b); delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter IX (Foreign Limited Liability Companies) page, heading '18-911. Service of process on unregistered foreign limited liability companies.'.(source) | § 382(b) defines 'the transaction of business' only for § 382 service of process on non-qualifying foreign corporations: the course or practice of carrying on any business activities in Delaware, incl. soliciting business or orders.Quote: “Section 373 of this title shall not apply in determining whether any foreign corporation is transacting business in this State within the meaning of this section; and “the transaction of business” or “business transacted in this State,” by any such foreign corporation, whenever those words are used in this section, shall mean the course or practice of carrying on any business activities in this State, including, without limiting the generality of the foregoing, the solicitation of business or orders in this State. This section shall not apply to any insurance company doing business in this State.” Pinpoint: 8 Del. C. § 382(b); delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '382. Service of process on nonqualifying foreign corporations.'.(source) | § 17-911(b) defines 'doing business' only for § 17-911 service of process on unregistered foreign LPs: the course or practice of carrying on any business activities in Delaware, including soliciting business or orders.Quote: “Whenever the words “doing business,” “the doing of business” or “business done in the State,” by any such foreign limited partnership are used in this section, they shall mean the course or practice of carrying on any business activities in the State of Delaware, including, without limiting the generality of the foregoing, the solicitation of business or orders in the State of Delaware.” Pinpoint: 6 Del. C. § 17-911(b); delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter IX (Foreign Limited Partnerships) page, heading '17-911. Service of process on unregistered foreign limited partnerships.'.(source) |
| FLchecked 2026-10-02 | Section 605.0905(3) states that owning income-producing real or tangible personal property beyond the (1)(m) exclusion counts as transacting business; no broader affirmative definition is stated.Quote: “The ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state for purposes of s. 605.0902(1).” Pinpoint: Fla. Stat. § 605.0905(3).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign corporation was located in the Florida Business Corporation Act after a full-text search of chapter 607. Pinpoint: Florida Business Corporation Act, Fla. Stat. ch. 607, full-text search.(source) | Section 620.1903(3) states that owning income-producing real or tangible personal property beyond the (1)(m) exclusion counts as transacting business for a foreign limited partnership.Quote: “For purposes of s. 620.1902, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state.” Pinpoint: Fla. Stat. § 620.1903(3).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | No general affirmative definition of transacting business was found; HRS §428-1003(b) only deems ownership of income-producing property in Hawaii, unless excluded under (a), to constitute transacting business.Quote: “For purposes of this part, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.” Pinpoint: HRS §428-1003(b).(source) | Not stated after complete searchNo affirmative statutory definition of transacting business for a foreign corporation was located after a full-text search of HRS §414-431 to 414-441. Pinpoint: HRS §414-431 to 414-441 read in full; no affirmative 'constitutes transacting business' statement located.(source) | No general affirmative definition of transacting business was found; HRS §425E-903(b) only deems ownership of income-producing property in Hawaii, unless excluded under (a), to constitute transacting business.Quote: “For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.” Pinpoint: HRS §425E-903(b).(source) |
| IAchecked 2026-10-02 | Not stated after complete searchNo provision in Iowa Code ch. 489 affirmatively defines “doing business” for a foreign LLC; only the negative exclusion list in § 489.905(1) and the general scope statement in § 489.902 exist.(source) | Not stated after complete searchNo provision in Iowa Code ch. 490 affirmatively defines “doing business” for a foreign corporation; only the negative exclusion list in § 490.1505(1) and the general scope statement in § 490.1502 exist.(source) | Iowa Code § 488.903(2) affirmatively deems ownership of income-producing real or tangible personal property in Iowa (beyond the § 488.903(1) exclusions) to be transacting business for a foreign LP.Quote: “For purposes of this article, the ownership in this state of income-producing real or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state.” Pinpoint: § 488.903(2).(source) |
| IDchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of “doing business” by a foreign LLC was located in Idaho's Uniform Business Organizations Code or Idaho Uniform Limited Liability Company Act after a full-text search. Pinpoint: Idaho Code §§ 30-21-101 to 30-21-810, Chapter 21 PDF (full-text search); Idaho Uniform Limited Liability Company Act, Idaho Code §§ 30-25-101 to 30-25-806 (full-text search).(source) | Not stated after complete searchNo affirmative definition of “doing business” by a foreign corporation was located in Idaho's Uniform Business Organizations Code or Idaho Business Corporation Act after a full-text search. Pinpoint: Idaho Code §§ 30-21-101 to 30-21-810, Chapter 21 PDF (full-text search); Idaho Business Corporation Act, Idaho Code §§ 30-29-101 to 30-29-1704 (full-text search).(source) | Not stated after complete searchNo affirmative definition of “doing business” by a foreign limited partnership was located in Idaho's Uniform Business Organizations Code or Idaho Uniform Limited Partnership Act after a full-text search. Pinpoint: Idaho Code §§ 30-21-101 to 30-21-810, Chapter 21 PDF (full-text search); Idaho Uniform Limited Partnership Act, Idaho Code §§ 30-24-101 to 30-24-906 (full-text search).(source) |
| ILchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of 'transacting business' by a foreign LLC was located in the Illinois Limited Liability Company Act after a full-text search of the whole Act. Pinpoint: 805 ILCS 180/1-1 through 60-1, Limited Liability Company Act full text (full-text search).(source) | Not stated after complete searchNo affirmative definition of 'transacting business' by a foreign corporation was located in the Business Corporation Act of 1983 after a full-text search of the whole Act. Pinpoint: 805 ILCS 5/1.01 through 17.20, Business Corporation Act of 1983 full text (full-text search).(source) | 805 ILCS 215/903(b) states that, for Article 9 purposes, a foreign LP's Illinois ownership of income-producing real or tangible personal property (beyond excluded 'without more' ownership) does constitute transacting business.Quote: “For purposes of this Article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.” Pinpoint: 805 ILCS 215/903(b).(source) |
| INchecked 2026-10-02 | Not stated after complete searchIndiana's foreign-entity chapter gives only the non-exhaustive exclusions list; no provision in IC 23-0.5 affirmatively defines what doing or transacting business is.(source) | Not stated after complete searchIndiana's foreign-entity chapter gives only the non-exhaustive exclusions list; no provision in IC 23-0.5 affirmatively defines what doing or transacting business is.(source) | Not stated after complete searchIndiana's foreign-entity chapter gives only the non-exhaustive exclusions list; no provision in IC 23-0.5 affirmatively defines what doing or transacting business is.(source) |
| KSchecked 2026-10-02 | UnknownThe searched sections state no definition, but a complete-search negative is not supported for this entity type. | UnknownThe searched sections state no definition, but a complete-search negative is not supported for this entity type. | UnknownThe searched sections state no definition, but a complete-search negative is not supported for this entity type. |
| KYchecked 2026-10-02 | Not stated after complete searchNo affirmative statutory definition of “transacting business” for a foreign LLC was located after a full-text search of KRS 14A.9-010 to .9-090, 14A.1-070 and KRS 275.380/.385/.415. Pinpoint: KRS 14A.9-010 to 14A.9-090 and 14A.1-070 read in full; no affirmative definition located.(source) | Not stated after complete searchNo affirmative statutory definition of “transacting business” for a foreign corporation was located after a full-text search of KRS 14A.9-010 to .9-090 and 14A.1-070. Pinpoint: KRS 14A.9-010 to 14A.9-090 and 14A.1-070 read in full; no affirmative definition located.(source) | Not stated after complete searchNo affirmative statutory definition of “transacting business” for a foreign LP was located after a full-text search of KRS 14A.9-010 to .9-090, 14A.1-070 and KRS 362.2-901/.910. Pinpoint: KRS 14A.9-010 to 14A.9-090 and 14A.1-070 read in full; no affirmative definition located.(source) |
| LAchecked 2026-10-02 | Not stated after complete searchLouisiana's LLC Act never affirmatively defines what transacting business is; Part VIII only lists activities that do not require a certificate of authority.(source) | Not stated after complete searchLouisiana's Foreign Corporation Law never affirmatively defines what transacting business is; Chapter 3 only lists activities that do not require a certificate of authority.(source) | Not stated after complete searchLouisiana's foreign-partnership qualification chapter never defines 'transacting business'; it conditions registration on owning immovable property or having limited-liability status recognized, not on a doing-business threshold.(source) |
| MAchecked 2026-10-02 | Via c. 156C § 48's cross-reference, a foreign LLC is doing business if owning/leasing real estate, construction/repair work, or any other labor activity would make a foreign corporation doing business under c. 156D § 15.01(b).Quote: “A foreign limited liability company shall be considered to be doing business in the commonwealth for the purpose of this section if it would be considered to be doing business in the commonwealth for the purpose of Part 15 of subdivision A of chapter 156D if it were a foreign corporation. […] The following activities, among others, do constitute transacting business within the meaning of subsection (a): (1) the ownership or leasing of real estate in the commonwealth; (2) engaging in the construction, alteration or repair of any structure, railway or road; or (3) engaging in any other activity requiring the performance of labor.” (G.L. c. 156C § 48) Pinpoint: G.L. c. 156D § 15.01(b), via G.L. c. 156C § 48.(source) | c. 156D § 15.01(b) affirmatively lists owning/leasing real estate, construction/alteration/repair work, and any other labor-performing activity as transacting business.Quote: “The following activities, among others, do constitute transacting business within the meaning of subsection (a): (1) the ownership or leasing of real estate in the commonwealth; (2) engaging in the construction, alteration or repair of any structure, railway or road; or (3) engaging in any other activity requiring the performance of labor.” Pinpoint: G.L. c. 156D § 15.01(b).(source) | Via c. 109 § 49's cross-reference, a foreign LP is doing business if owning/leasing real estate, construction/repair work, or any other labor activity would make a foreign corporation doing business under c. 156D § 15.01(b).Quote: “A foreign limited partnership shall be considered to be doing business in the commonwealth for the purposes of this section if it would be considered to be doing business in the commonwealth for the purpose of section 15.01 of subdivision A of Part 15 of chapter 156D if it were a foreign corporation. […] The following activities, among others, do constitute transacting business within the meaning of subsection (a): (1) the ownership or leasing of real estate in the commonwealth; (2) engaging in the construction, alteration or repair of any structure, railway or road; or (3) engaging in any other activity requiring the performance of labor.” (G.L. c. 109 § 49) Pinpoint: G.L. c. 156D § 15.01(b), via G.L. c. 109 § 49.(source) |
| MDchecked 2026-10-02 | § 4A-1009(b) affirmatively deems a foreign LLC that owns income-producing real or tangible personal property in Maryland (beyond the § 4A-1009(a) exceptions) to be doing business in the State.Quote: “In addition to any other activities which may constitute doing business in this State, for the purposes of this title any foreign limited liability company which owns income producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, shall be considered to be doing business in this State.” Pinpoint: § 4A-1009(b).(source) | Not stated after complete searchUnlike the parallel LLC and LP subtitles, Title 7 has no affirmative “shall be considered doing business” clause (e.g., for owning income-producing property); only the § 7-103 exclusions list was located. Pinpoint: §§ 7-101-7-305 (full-text search).(source) | § 10-909(b) affirmatively deems a foreign LP that owns income-producing real or tangible personal property in Maryland (beyond the § 10-909(a) exceptions) to be doing business in the State.Quote: “In addition to any other activities which may constitute doing business in this State, for the purposes of this article any foreign limited partnership which owns income-producing real or tangible personal property in this State, other than property exempted by subsection (a) of this section, will be considered to be doing business in this State.” Pinpoint: § 10-909(b).(source) |
| MEchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of conducting activities or transacting business by a foreign LLC was located in the Maine LLC Act's foreign-qualification subchapter after a full-text search. Pinpoint: 31 M.R.S. §1621-§1629, Title 31 Ch.21 PDF pp. 40-47 (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign corporation was located in the Maine Business Corporation Act's foreign-corporations chapter after a full-text search. Pinpoint: 13-C M.R.S. §1501-§1533, Title 13-C Ch.15 PDF pp. 1-10 (full-text search).(source) | 31 M.R.S. §1413(2) affirmatively deems a foreign limited partnership's in-state ownership of income-producing real or tangible personal property (other than property excluded under §1413(1)) to constitute transacting business.Quote: “For purposes of this subchapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this State.” Pinpoint: 31 M.R.S. §1413(2).(source) |
| MIchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of 'transacting business' by a foreign LLC was located in Michigan's Article 10 (foreign LLC provisions) or the Act's definitions section after a full-text search. Pinpoint: MCL 450.5001-450.5010 and MCL 450.4102 (full-text search scope; no single pinpoint).(source) | Not stated after complete searchNo affirmative definition of 'transacting business' by a foreign corporation was located in Michigan's Chapter 10 (foreign corporation provisions) or the Act's definitions sections after a full-text search of the captured sections. Pinpoint: MCL 450.2001-450.2060 captured sections and MCL 450.1107 (full-text search scope; no single pinpoint).(source) | Not stated after complete searchNo affirmative definition of 'transacting business' by a foreign limited partnership was located in Michigan's Article 9 (foreign LP provisions) or the Act's definitions section after a full-text search. Pinpoint: MCL 449.1901-449.1910 and MCL 449.1101 (full-text search scope; no single pinpoint).(source) |
| MNchecked 2026-10-02 | Minn. Stat. § 322C.0803, subd. 2 affirmatively deems a foreign LLC's in-state ownership of income-producing real or tangible personal property (other than the excluded property) to constitute transacting business.Quote: “For purposes of sections 322C.0801 to 322C.0809, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision 1, constitutes transacting business in this state.” Pinpoint: Minn. Stat. § 322C.0803, subd. 2.(source) | Minn. Stat. § 5.25, subd. 4(b), the service-of-process statute ch. 303 cross-references, defines doing business as a Minnesota-performed contract or a tort against a Minnesota resident; ch. 303 states no separate affirmative definition.Quote: “A foreign corporation is considered to be doing business in Minnesota if it makes a contract with a resident of Minnesota to be performed in whole or in part by either party in Minnesota, or if it commits a tort in whole or in part in Minnesota against a resident of Minnesota.” Scope of definition: “Service of a process, notice, or demand may be made on a foreign corporation authorized to transact business in this state by delivering to and leaving with the secretary of state, or with an authorized deputy or clerk in the secretary of state's office, one copy of it and a fee of $50 in the following circumstances” Pinpoint: Minn. Stat. § 5.25, subd. 4(b).(source) | Minn. Stat. § 321.0903(b) affirmatively deems a foreign LP's in-state ownership of income-producing real or tangible personal property (other than the excluded property) to constitute transacting business.Quote: “For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.” Pinpoint: Minn. Stat. § 321.0903(b).(source) |
| MOchecked 2026-10-02 | Not stated after complete searchThe foreign-LLC article (§§ 347.151-347.181) and the chapter's general definitions (§ 347.015) nowhere affirmatively define 'transacting business' or 'doing business' for a foreign LLC; only § 347.163.5 lists activities that do NOT count. Pinpoint: Searched §§ 347.015 (Definitions) and 347.151, .153, .155, .157, .160, .161, .163, .165, .167, .181 (the complete foreign-LLC article) in full; no defining sentence located.(source) | Not stated after complete searchNeither the Foreign Corporations article (§§351.572-.609) nor §351.015 affirmatively defines 'transacting'/'doing business' for a foreign corporation; only §351.572.2 lists activities that do NOT count. Pinpoint: Searched §351.015 (Definitions) and the complete Foreign Corporations article §§351.572, .574, .576, .578, .582, .584, .586, .588, .592, .594, .596, .598, .602, .604, .606, .608, .609 in full; no defining sentence located.(source) | Not stated after complete searchNeither the Foreign Limited Partnerships article (§§359.491-.561) nor §359.011 affirmatively defines 'transacting'/'doing business' for a foreign LP; only §359.551.5 lists activities that do NOT count. Pinpoint: Searched §359.011 (Definitions) and the complete foreign-LP article §§359.491, .501, .511, .521, .531, .541, .551, .561 in full; no defining sentence located.(source) |
| MSchecked 2026-10-02 | Not stated after complete searchNo sentence in ch. 29 affirmatively defines 'transacting business' or 'doing business' for a foreign LLC; the chapter only lists exclusions and non-attribution rules. Pinpoint: Full-text search of Miss. Code Ann. ch. 29 (HB 683 §26, §§ 79-29-101 to 79-29-1317).(source) | UnknownThe captured source text does not support a quoted finding or a complete-search negative for this entity type. | Not stated after complete searchNo sentence in the Act affirmatively defines 'doing business' for a foreign limited partnership; the Act only lists exclusions and non-attribution rules. Pinpoint: Full-text search of Miss. Code Ann. ch. 14 (SB 2310, §§ 79-14-101 to 79-14-1317).(source) |
| MTchecked 2026-10-02 | Mont. Code Ann. § 35-8-1001(4) deems a foreign LLC to be transacting business if it enters a contract with the state, an agency, or a political subdivision, requiring a certificate of authority first.Quote: “Except as provided in subsection (2), a foreign limited liability company is transacting business within the meaning of subsection (1) if it enters into a contract, including a contract entered into pursuant to Title 18, with the state of Montana, an agency of the state, or a political subdivision of the state and must apply for and receive a certificate of authority to transact business before entering into the contract.” Pinpoint: Mont. Code Ann. § 35-8-1001(4).(source) | Mont. Code Ann. § 35-14-1505(4) deems a foreign corporation to be doing business if it enters a contract with the state, an agency, or a political subdivision, requiring registration first.Quote: “Except as provided in subsection (1), a foreign corporation is doing business in this state within the meaning of 35-14-1502(1) if it enters into a contract, including a contract entered into pursuant to Title 18, with the state of Montana, an agency of the state, or a political subdivision of the state and must register to do business under this part before entering into the contract.” Pinpoint: Mont. Code Ann. § 35-14-1505(4).(source) | Not stated after complete searchNo affirmative definition of “transacting business” by a foreign LP (comparable to the LLC and corporation acts' state-contract trigger) was located after a full-text search of Mont. Code Ann. §§ 35-12-1301 to 35-12-1314. Pinpoint: Mont. Code Ann. §§ 35-12-1301 to 35-12-1314 (Part 13, full text searched).(source) |
| NCchecked 2026-10-02 | Not stated after complete searchChapter 57D never affirmatively defines 'transacting business'; Article 1 instead borrows the meaning used in the corporation act's Article 15 for that term as used in Article 7.(source) | Not stated after complete searchChapter 55's Article 15 never affirmatively defines 'transacting business'; it only lists activities that do not count, consistent with the cross-reference pulling that meaning from this same Article for LLC purposes.(source) | Not stated after complete searchChapter 59 Part 9 never affirmatively defines 'transacting business' for limited partnerships; it only lists activities that do not count.(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-82(2): ownership of income-producing real or tangible personal property in this state (other than property excluded under subsection 1) constitutes transacting business for a foreign LLC.Quote: “For purposes of sections 10-32.1-72 through 10-32.1-85, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state.” Pinpoint: NDCC 10-32.1-82(2), heading "10-32.1-82. Foreign limited liability company - Transactions not constituting transacting business."(source) | NDCC 10-19.1-143(3): owning income-producing real or tangible personal property in this state (other than property exempted under subsection 1) is considered transacting business for a foreign corporation.Quote: “For purposes of this section, any foreign corporation that owns income-producing real or tangible personal property in this state, other than property exempted under subsection 1, will be considered transacting business in this state.” Pinpoint: NDCC 10-19.1-143(3), heading "10-19.1-143. Foreign corporation - Transactions not constituting transacting business."(source) | NDCC 45-10.2-86(2): ownership of income-producing real or tangible personal property in this state (other than property excluded under subsection 1) constitutes transacting business for a foreign LP.Quote: “For purposes of this section, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state.” Pinpoint: NDCC 45-10.2-86(2), heading "45-10.2-86. (903) Foreign limited partnership - Activities not constituting transacting business."(source) |
| NEchecked 2026-10-02 | Not stated after complete searchNo captured section of Nebraska's foreign-LLC article affirmatively defines 'transacting business'; the term is addressed only negatively, through the § 21-157 exclusions list and the § 21-157(b) property carve-in. Pinpoint: Neb. Rev. Stat. § 21-157.(source) | Not stated after complete searchNo captured section of Nebraska's foreign-corporation article (Nebraska Model Business Corporation Act) affirmatively defines 'transacting business'; the term is addressed only negatively, through the § 21-2,203(b) exclusions list. Pinpoint: Neb. Rev. Stat. § 21-2,203.(source) | Not stated after complete searchNo captured section of the foreign-LP article affirmatively defines 'doing'/'transacting' business; the only treatment is the § 67-281(b) carve-out for acting solely as a partner in a domestic LP. Pinpoint: Neb. Rev. Stat. § 67-281.(source) |
| NHchecked 2026-10-02 | RSA 304-C:174 has no affirmative definition of doing business; RSA 304-C:182, III defines the phrase, but only as used in that service-of-process-on-unregistered-entities section.Quote: “Whenever the words "doing business," "the doing of business," or "business done in this state," by any such foreign limited liability company are used in this section, they shall mean the course of practice of carrying on any business activities in New Hampshire, including, without limiting the generality of the foregoing, the solicitation of business or orders in New Hampshire.” Pinpoint: RSA 304-C:182, III, gc.nh.gov heading '304-C:182 Service of Process on Unregistered Foreign Limited Liability Companies'.(source) | Not stated after complete searchRSA 293-A has no affirmative definition of transacting business anywhere in the Business Corporation Act, after a full-text search of the whole chapter; only the negative exclusions list in RSA 293-A:15.01(b) is stated. Pinpoint: RSA 293-A, complete captured chapter text, Parts 1.01-17.02 (full-text search).(source) | Not stated after complete searchRSA 304-B has no affirmative definition of transacting business anywhere in the Uniform Limited Partnership Act, after a full-text search of the whole chapter. Pinpoint: RSA 304-B, complete captured chapter text, sections 1-64 (full-text search).(source) |
| NJchecked 2026-10-02 | Owning income-producing real or tangible personal property in N.J. (other than property excluded under §59(a)) affirmatively constitutes transacting business, for purposes of the Article 8 exclusions section (N.J.S.A. 42:2C-59(b)).Quote: “For purposes of this section, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection a. of this section, constitutes transacting business in this State.” Pinpoint: N.J.S.A. 42:2C-59(b).(source) | Not stated after complete searchChapter 13 never affirmatively defines 'transacting business'; it only lists excluded activities (§14A:13-3(2)) and uses the undefined term operationally throughout. Quote: “No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State.” Pinpoint: N.J.S.A. 14A:13-3(1).(source) | Not stated after complete searchThe foreign-LP article never affirmatively defines 'transacting business'; it only uses the term operationally in the application, consequence, and injunction provisions. Quote: “A foreign limited partnership transacting business in this State may not maintain an action in any court of this State until it has obtained a certificate of authority to transact business in this State.” Pinpoint: N.J.S.A. 42:2A-60(a).(source) |
| NMchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of transacting or doing business by a foreign LLC was located in the Limited Liability Company Act after a full-text search of the article. Pinpoint: NMSA 1978 §§ 53-19-1 to 53-19-74, nmonesource.com/nmos/nmsa/en/4400/1/document.do, Chapter 53 Article 19 (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign corporation was located in the Business Corporation Act after a full-text search of Articles 11-18. Pinpoint: NMSA 1978 §§ 53-11-1 to 53-18-12, nmonesource.com/nmos/nmsa/en/4400/1/document.do, Chapter 53 Articles 11-18 (full-text search).(source) | Section 54-2A-903(B) affirmatively defines owning non-excluded income-producing real or tangible personal property in New Mexico as transacting business, scoped to Article 9 (the foreign-LP registration article).Quote: “For purposes of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act, the ownership in this state of income-producing real property or tangible personal property, other than property excluded pursuant to Subsection A of this section, constitutes transacting business in this state.” Pinpoint: NMSA 1978 § 54-2A-903(B), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-903 'Activities not constituting transacting business.'.(source) |
| NVchecked 2026-10-02 | Not stated after complete searchNevada's LLC Act never affirmatively defines transacting business; NRS 86.543-86.549 only lists activities that do not require registration.(source) | Not stated after complete searchNevada's foreign-corporations chapter never affirmatively defines doing business; NRS 80.010-80.195 only lists activities that do not require qualification.(source) | Not stated after complete searchNevada's limited partnership act never affirmatively defines transacting business for foreign LPs; NRS 88.570-88.605 only lists activities that do not require registration.(source) |
| NYchecked 2026-10-02 | Not stated after complete searchA full-text search of every section of the N.Y. Limited Liability Company Law located no affirmative definition of doing business for a foreign LLC; § 803 lists only activities that are not doing business. Pinpoint: N.Y. Ltd. Liab. Co. Law § 102 (definitions) and all 124 section captures of the act (§§ 101-1403, Articles I-VIII and X-XIV); no definition of doing/transacting business located.(source) | Not stated after complete searchA full-text search of every section of the N.Y. Business Corporation Law located no affirmative definition of doing business for a foreign corporation; § 1301(b) lists only activities that are not doing business. Pinpoint: N.Y. Bus. Corp. Law § 102 (definitions) and all 250 section captures of the act (§§ 101-2001, Articles 1-13, 15, 15-A, 16, 17 and 20); no definition of doing/transacting business located.(source) | Not stated after complete searchA full-text search of every section of the N.Y. Revised Limited Partnership Act (Partnership Law Art. 8-A) located no affirmative definition of doing business; § 121-902(b) lists only activities that are not doing business. Pinpoint: N.Y. P'ship Law § 121-101 (definitions) and all 73 section captures of Article 8-A (§§ 121-101 to 121-1300); no definition of doing/transacting business located.(source) |
| OHchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of 'transacting business' or 'doing business' by a foreign LLC was located after a full-text search of all of Ohio Revised Code Chapter 1706. Pinpoint: R.C. Chapter 1706 full text (full-text search).(source) | Not stated after complete searchNo affirmative definition of 'transacting business' or 'doing business' by a foreign corporation was located after a full-text search of Ohio Revised Code Chapter 1703. Pinpoint: R.C. Chapter 1703 full text (full-text search).(source) | Not stated after complete searchNo affirmative definition of 'transacting business' or 'doing business' by a foreign limited partnership was located after a full-text search of all of Ohio Revised Code Chapter 1782. Pinpoint: R.C. Chapter 1782 full text (full-text search).(source) |
| OKchecked 2026-10-02 | Beyond the Section 2049(A) exclusions, Section 2049(B) affirmatively treats a foreign LLC's owning income-producing real or tangible personal property in Oklahoma as transacting business.Quote: “For the purposes of this section, any foreign limited liability company which owns income-producing real or tangible personal property in this state, other than property exempted by subsection A of this section, will be considered transacting business in this state.” Pinpoint: 18 O.S. Section 2049(B), p.575.(source) | The only affirmative definition of "transaction of business" is scoped to the service-of-process section (1136): carrying on any business activities, including soliciting orders, in the state.Quote: ““the transaction of business” or “business transacted in this state”, by any such foreign corporation, whenever those words are used in this section, shall mean the course or practice of carrying on any business activities in this state, including, without limiting the generality of the foregoing, the solicitation of business or orders in this state.” Pinpoint: 18 O.S. Section 1136(C), p.481-482.(source) | Beyond the Section 500-903A(a) exclusions, Section 500-903A(b) affirmatively treats a foreign LP's owning income-producing real or tangible personal property in Oklahoma as transacting business.Quote: “For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.” Pinpoint: 54 O.S. Section 500-903A(b), p.136.(source) |
| ORchecked 2026-10-02 | Not stated after complete searchOregon's foreign-LLC article never affirmatively defines 'doing' or 'transacting' business; it only lists activities that do not count as transacting business.(source) | Not stated after complete searchOregon's foreign-corporation article never affirmatively defines 'doing' or 'transacting' business; it only lists activities that do not count as transacting business.(source) | Not stated after complete searchOregon's foreign-limited partnership article never affirmatively defines 'doing' or 'transacting' business; it only lists activities that do not count as transacting business.(source) |
| PAchecked 2026-10-02 | Not stated after complete searchPA Chapter 4 states no affirmative definition of doing business for a foreign llc; only a negative exclusions list (section 403) is given. Pinpoint: 15 Pa.C.S. §§ 401-419.(source) | Not stated after complete searchPA Chapter 4 states no affirmative definition of doing business for a foreign corp; only a negative exclusions list (section 403) is given. Pinpoint: 15 Pa.C.S. §§ 401-419.(source) | Not stated after complete searchPA Chapter 4 states no affirmative definition of doing business for a foreign lp; only a negative exclusions list (section 403) is given. Pinpoint: 15 Pa.C.S. §§ 401-419.(source) |
| RIchecked 2026-10-02 | Not stated after complete searchRhode Island's LLC Act never affirmatively defines transacting business; the foreign-LLC provisions only list activities that do not require registration.(source) | Not stated after complete searchRhode Island's Business Corporation Act never affirmatively defines transacting business; Part 14 only lists activities that do not require a certificate of authority.(source) | Not stated after complete searchRhode Island's Uniform Limited Partnership Act never affirmatively defines doing business; the foreign-registration part only lists activities that do not constitute doing business.(source) |
| SCchecked 2026-10-02 | Section 33-44-1003(b) states that owning income-producing real or tangible personal property in South Carolina, beyond the excluded property, constitutes transacting business for a foreign LLC.Quote: “For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.” Pinpoint: S.C. Code Ann. Section 33-44-1003(b), Chapter 44 Article 10.(source) | Not stated after complete searchChapter 15 (Foreign Corporations) states no affirmative definition of, or trigger for, 'transacting business' for a foreign corporation; it only lists excluded activities.(source) | Not stated after complete searchSouth Carolina's LP foreign-registration article states no affirmative definition of, or trigger for, transacting business; it only lists excluded activities.(source) |
| SDchecked 2026-10-02 | Owning income-producing real or tangible personal property in South Dakota (beyond the excluded bare-ownership activity) is affirmatively deemed transacting business for a foreign LLC.Quote: “For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.” Pinpoint: SDCL § 47-34A-1003(b).(source) | Not stated after complete searchNo section in South Dakota's Article 15 states an affirmative definition of transacting business for a foreign corporation (unlike the LLC act's income-producing-property trigger).(source) | Not stated after complete searchNo section of Article IX states an affirmative definition of transacting business for a foreign limited partnership.(source) |
| TNchecked 2026-10-02 | UnknownThe captured source text does not support a quoted finding or a complete-search negative for this entity type. | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | UnknownThe captured source text does not support a quoted finding or a complete-search negative for this entity type. |
| TXchecked 2026-10-02 | Not stated after complete searchNo provision in ch. 9, ch. 1, or the LLC/corporation/limited-partnership definition sections affirmatively defines 'transacting business'; the code states only the Sec. 9.251 negative list and the Sec. 9.252 savings clause. Pinpoint: Searched Tex. Bus. Orgs. Code ch. 9 (§§ 9.001-9.301), § 1.002, § 101.001, § 21.002, § 153.001; no affirmative definition of 'transacting'/'doing business' located.(source) | Not stated after complete searchNo provision in ch. 9, ch. 1, or the LLC/corporation/limited-partnership definition sections affirmatively defines 'transacting business'; the code states only the Sec. 9.251 negative list and the Sec. 9.252 savings clause. Pinpoint: Searched Tex. Bus. Orgs. Code ch. 9 (§§ 9.001-9.301), § 1.002, § 101.001, § 21.002, § 153.001; no affirmative definition of 'transacting'/'doing business' located.(source) | Not stated after complete searchNo provision in ch. 9, ch. 1, or the LLC/corporation/limited-partnership definition sections affirmatively defines 'transacting business'; the code states only the Sec. 9.251 negative list and the Sec. 9.252 savings clause. Pinpoint: Searched Tex. Bus. Orgs. Code ch. 9 (§§ 9.001-9.301), § 1.002, § 101.001, § 21.002, § 153.001; no affirmative definition of 'transacting'/'doing business' located.(source) |
| UTchecked 2026-10-02 | Not stated after complete searchUtah's unified foreign-entity chapter never affirmatively defines "doing business"; it only lists activities that do NOT count (§16-1a-506) and the registration duty itself (§16-1a-503). Quote: “This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.” Pinpoint: Utah Code § 16-1a-501 to § 16-1a-510.(source) | Not stated after complete searchUtah's unified foreign-entity chapter never affirmatively defines "doing business"; it only lists activities that do NOT count (§16-1a-506) and the registration duty itself (§16-1a-503). Quote: “This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.” Pinpoint: Utah Code § 16-1a-501 to § 16-1a-510.(source) | Not stated after complete searchUtah's unified foreign-entity chapter never affirmatively defines "doing business"; it only lists activities that do NOT count (§16-1a-506) and the registration duty itself (§16-1a-503). Quote: “This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.” Pinpoint: Utah Code § 16-1a-501 to § 16-1a-510.(source) |
| VAchecked 2026-10-02 | Not stated after complete searchVirginia's foreign-LLC article (§§ 13.1-1051-13.1-1060.1) gives only the non-exhaustive exclusions list in § 13.1-1059; no provision affirmatively defines what transacting business is.(source) | Not stated after complete searchVirginia's foreign-corporation article (§§ 13.1-757-13.1-769.1) gives only the non-exhaustive exclusions list in § 13.1-757(B); no provision affirmatively defines what transacting business is.(source) | Not stated after complete searchVirginia's foreign-LP article (§§ 50-73.53-50-73.61) gives only the non-exhaustive exclusions list in § 50-73.61(A); no provision affirmatively defines what transacting business is.(source) |
| VTchecked 2026-10-02 | 11 V.S.A. § 4113(b) defines “doing business”/“transacting business” broadly as every act, power, or privilege exercised in Vermont, subject to the (c) exclusions.Quote: “Except as provided in subsection (c) of this section, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company.” Pinpoint: 11 V.S.A. § 4113(b).(source) | 11A V.S.A. § 15.01(b) defines “doing business”/“transacting business” broadly as every act, power, or privilege exercised in Vermont, subject to the (c) exclusions.Quote: “Except as otherwise provided, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign corporation.” Pinpoint: 11A V.S.A. § 15.01(b).(source) | Not stated after complete searchNo sentence in 11 V.S.A. §§ 3481-3488 affirmatively defines “doing business” or “transacting business” for a foreign limited partnership, after a full-text search of the subchapter. Pinpoint: 11 V.S.A. §§ 3481-3488 (Subchapter 009, full text searched).(source) |
| WAchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of doing/transacting business for a foreign limited liability company was located after a full-text search of RCW 23.95 Article 5 and Washington Limited Liability Company Act, RCW 25.15 Article 8 “Foreign Limite... Pinpoint: RCW 23.95.505 (full text searched).(source) | Not stated after complete searchNo affirmative definition of doing/transacting business for a foreign corporation was located after a full-text search of RCW 23.95 Article 5 and Washington Business Corporation Act, Title 23B RCW, chapter 23B.15 “Foreign Corporations”'s... Pinpoint: RCW 23.95.505 (full text searched).(source) | Not stated after complete searchNo affirmative definition of doing/transacting business for a foreign limited partnership was located after a full-text search of RCW 23.95 Article 5 and Washington Limited Partnership Act, RCW 25.10's own cross-reference sections. Pinpoint: RCW 23.95.505 (full text searched).(source) |
| WIchecked 2026-10-02 | Not stated after complete searchWisconsin's LLC act has no affirmative definition of 'doing business' or 'transacting business'; it only lists excluded activities. Pinpoint: Wis. Stat. ch. 183, Subch. IX (ss. 183.0901-183.0912), full-text search.(source) | Not stated after complete searchWisconsin's corporation act has no affirmative definition of 'doing business' or 'transacting business'; it only lists excluded activities. Pinpoint: Wis. Stat. ch. 180, Subch. XV (ss. 180.1501-180.1532), full-text search.(source) | Not stated after complete searchWisconsin's LP act has no affirmative definition of 'doing business'; it only lists excluded activities. Pinpoint: Wis. Stat. ch. 179, Subch. X (ss. 179.1001-179.1012), full-text search.(source) |
| WVchecked 2026-10-03 | W.Va.'s LLC foreign-registration article states one affirmative trigger: owning in-state income-producing real or tangible personal property (beyond the excluded property in 1003(a)) itself constitutes transacting business.Quote: “For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.” Pinpoint: W. Va. Code 31B-10-1003(b).(source) | W.Va. deems a foreign corp transacting business if it makes a contract performed in-state, commits an in-state tort, or supplies a defective product causing in-state injury; this also triggers deemed consent to SOS service.Quote: “A foreign corporation is deemed to be transacting business in this state if: (1) The corporation makes a contract to be performed, in whole or in part, by any party thereto in this state; (2) The corporation commits a tort, in whole or in part, in this state; or (3) The corporation manufactures, sells, offers for sale or supplies any product in a defective condition and that product causes injury to any person or property within this state notwithstanding the fact that the corporation had no agents, servants or employees or contacts within this state at the time of the injury.” Pinpoint: W. Va. Code 31D-15-1501(d).(source) | Not stated after complete searchNo section of Article 9's foreign-LP provisions states an affirmative definition of what constitutes doing or transacting business for a foreign limited partnership.(source) |
| WYchecked 2026-10-02 | Not stated after complete searchNo affirmative definition of transacting business by a foreign LLC was located in the Wyoming LLC Act or in the corporation act provisions it applies (W.S. 17-29-114) after full-text searches. Pinpoint: Wyoming LLC Act, W.S. 17-29-101 through 17-29-1105, Title 17 PDF pp. 672-745; Wyoming Business Corporation Act, PDF pp. 211-393 (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign corporation was located in the Wyoming Business Corporation Act after a full-text search. Pinpoint: Wyoming Business Corporation Act, W.S. 17-16-101 through 17-16-1810, Title 17 PDF pp. 211-393 (full-text search).(source) | Not stated after complete searchNo affirmative definition of transacting business by a foreign limited partnership was located in Wyoming's Uniform Limited Partnership Act after a full-text search. Pinpoint: Uniform Limited Partnership Act, W.S. 17-14-101 through 17-14-1104, Title 17 PDF pp. 176-209 (full-text search).(source) |
Field definitions
- LLC
- Text affirmatively stating what conduct counts as transacting or doing business, in the state's limited liability company act.
- Corporation
- Text affirmatively stating what conduct counts as transacting or doing business, in the state's business corporation act.
- Limited Partnership
- Text affirmatively stating what conduct counts as transacting or doing business, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
Activities the statute lists as not transacting business
Where an act lists activities that do not count as transacting business, the cell lists each activity with the statute's own wording and any stated qualifier, and prints the clause on whether the list is non-exhaustive where the act has one; a cell that reads “No exclusion list located” says the checked provisions contain no such list, and a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | AS 10.50.720 lists 9 activities that are not considered a foreign LLC conducting affairs in Alaska; unlike the corporation chapter, the lead-in sentence does not say the list is non-exhaustive.Lead-in: “The activities of a foreign limited liability company that are not considered to be conducting affairs in this state” Listed activities — Litigation: “maintaining, defending, or settling a court action or other proceeding or a claim”; Internal affairs: “holding meetings of the members or managers of the company”; Bank accounts: “maintaining bank accounts”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts” (qualifier: if the orders require acceptance outside the state before becoming binding contracts); Other listed activity: “creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property”; Other listed activity: “securing or collecting debts, or enforcing rights in property securing debts”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and that is not part of a course of repeated transactions of a similar nature” (qualifier: completed within 30 days and that is not part of a course of repeated transactions of a similar nature); Interstate commerce: “conducting affairs in interstate commerce”. Pinpoint: AS 10.50.720(1)-(9), akleg.gov print view (no pagination).(source) | AS 10.06.718 lists 10 activities that do not constitute a foreign corporation transacting business in Alaska and opens by saying the list does not exclude other non-qualifying activities.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state” Listed activities — Litigation: “maintaining, defending, or settling an action, suit, or administrative or arbitration proceeding, or the settlement of claims or disputes”; Internal affairs: “holding meetings of directors or shareholders of the corporation, or carrying on other activities concerning the internal affairs of the corporation”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining an office or agency for the transfer, exchange, and registration of securities of the corporation, or appointing and maintaining a trustee or depositary for the securities of the corporation”; Other listed activity: “making sales through independent contractors”; Other listed activity: “soliciting or procuring orders by mail, through employees, agents, or otherwise, if the orders require acceptance outside the state before becoming binding contracts” (qualifier: if the orders require acceptance outside the state before becoming binding contracts); Other listed activity: “creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property”; Other listed activity: “securing or collecting debts, or enforcing rights in property securing debts”; Interstate commerce: “transacting business in interstate commerce”; Isolated transaction: “conducting an isolated transaction completed within a period of 30 days not in the course of a number of repeated transactions of like nature” (qualifier: completed within a period of 30 days not in the course of a number of repeated transactions of like nature). Pinpoint: AS 10.06.718, akleg.gov print view (no pagination).(source) | No exclusion list locatedNo list of activities excluded from transacting business by a foreign limited partnership was located in the Alaska LP Act, and neither the corporation nor LLC chapter's exclusions list names limited partnerships. Pinpoint: Alaska Revised Uniform Limited Partnership Act, AS 32.11.010-32.11.990, full chapter (full-text search).(source) |
| ALchecked 2026-10-02 | No exclusion list locatedAlabama's Article 7 has no activities-based exclusion list for a foreign LLC; §10A-1-7.02 exempts categories of entities (nonprofit assoc., Ch.46-exempt entities, other-law-authorized entities) from registering, not activities. Quote: “(a) A foreign entity not described by Section 10A-1-7.01 (c) may transact business in this state without registering under this chapter. (b) Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register. (c) A foreign entity is not required to register under this chapter if other law of this state or of federal law authorizes the foreign entity to transact the particular business authorized by law in this state. (d) A foreign unincorporated nonprofit association is not required to register under this chapter. (e) A foreign entity which is exempt from the requirements of Chapter 46 of Title 16, is not required to register under this chapter.” Pinpoint: Ala. Code § 10A-1-7.02(a)-(e); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.02 Foreign Entities Not Required to Register.'.(source) | No exclusion list locatedAlabama's Article 7 has no activities-based exclusion list for a foreign corp.; §10A-1-7.02 exempts categories of entities (nonprofit assoc., Ch.46-exempt entities, other-law-authorized entities) from registering, not activities. Quote: “(a) A foreign entity not described by Section 10A-1-7.01 (c) may transact business in this state without registering under this chapter. (b) Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register. (c) A foreign entity is not required to register under this chapter if other law of this state or of federal law authorizes the foreign entity to transact the particular business authorized by law in this state. (d) A foreign unincorporated nonprofit association is not required to register under this chapter. (e) A foreign entity which is exempt from the requirements of Chapter 46 of Title 16, is not required to register under this chapter.” Pinpoint: Ala. Code § 10A-1-7.02(a)-(e); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.02 Foreign Entities Not Required to Register.'.(source) | No exclusion list locatedAlabama's Article 7 has no activities-based exclusion list for a foreign LP; §10A-1-7.02 exempts categories of entities (nonprofit assoc., Ch.46-exempt entities, other-law-authorized entities) from registering, not activities. Quote: “(a) A foreign entity not described by Section 10A-1-7.01 (c) may transact business in this state without registering under this chapter. (b) Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register. (c) A foreign entity is not required to register under this chapter if other law of this state or of federal law authorizes the foreign entity to transact the particular business authorized by law in this state. (d) A foreign unincorporated nonprofit association is not required to register under this chapter. (e) A foreign entity which is exempt from the requirements of Chapter 46 of Title 16, is not required to register under this chapter.” Pinpoint: Ala. Code § 10A-1-7.02(a)-(e); alison.legislature.state.al.us Code of Alabama page, Title 10A, Chapter 1, Article 7, heading 'Section 10A-1-7.02 Foreign Entities Not Required to Register.'.(source) |
| ARchecked 2026-10-02 | § 4-38-905(a) lists 11 activities not constituting doing business (litigation, internal affairs, bank accounts, isolated transactions, interstate commerce, etc.); (b) adds being a member/manager alone; no non-exhaustive clause stated.Lead-in: “Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include:” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding;”; Internal affairs: “carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;”; Bank accounts: “maintaining accounts in financial institutions;”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of securities of the company or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “selling through independent contractors;”; Other listed activity: “soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts;); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in property;”; Other listed activity: “securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;”; Isolated transaction: “conducting an isolated transaction that is not in the course of similar transactions;” (qualifier: that is not in the course of similar transactions;); Property without more: “owning, without more, property;”; Interstate commerce: “doing business in interstate commerce.”; Entity interests: “A person does not do business in this state solely by being a member or manager of a foreign limited liability company that does business in this state.” (qualifier: solely by being a member or manager of a foreign limited liability company that does business in this state.). Pinpoint: Ark. Code Ann. § 4-38-905(a)-(b); Acts 2021, No. 1041, §26, heading '4-38-905. Activities not constituting doing business.'.(source) | § 4-27-1501(B) lists 11 activities not constituting transacting business (litigation, internal affairs, bank accounts, isolated transactions, interstate commerce, etc.); (C) says the list is not exhaustive.Lead-in: “A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.” Listed activities — Litigation: “maintaining, defending, or settling any proceeding;”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;”; Bank accounts: “maintaining bank accounts;”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;”; Other listed activity: “selling through independent contractors;”; Other listed activity: “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;” (qualifier: if the orders require acceptance outside this state before they become contracts;); Other listed activity: “creating or acquiring indebtedness, mortgages and security interests in property securing the debts;”; Other listed activity: “securing or collecting debts or enforcing mortgages and security interests in property securing the debts;”; Property without more: “owning, without more, real or personal property;”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;” (qualifier: that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;); Interstate commerce: “transacting business in interstate commerce.”. Non-exhaustive clause: “The list of activities in subsection (B) is not exhaustive.” Pinpoint: Ark. Code Ann. § 4-27-1501(A)-(C) (orig. § 64-1501.A-C); Acts 1987, No. 958, heading '64-1501. Authority to Transact Business Required.'.(source) | § 4-47-903(a) lists 10 exclusions (litigation, internal affairs, bank accounts, isolated transactions, interstate commerce); no non-exhaustive clause stated; (b) makes owning income-producing property an inclusion.Lead-in: “Activities of a foreign limited partnership which do not constitute transacting business in this State within the meaning of this chapter include:” Listed activities — Litigation: “maintaining, defending, and settling an action or […] proceeding;”; Internal affairs: “holding meetings of its partners or carrying on any other […] activity concerning its internal affairs;”; Bank accounts: “maintaining accounts in financial institutions;”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “selling through independent contractors;”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;” (qualifier: if the orders require acceptance outside this State before they become contracts;); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property;”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner;” (qualifier: that is completed within 30 days and is not one in the course of similar transactions of a like manner;); Interstate commerce: “transacting business in interstate commerce.”. Pinpoint: Ark. Code Ann. § 4-47-903(a); Acts 2007, No. 15, heading '4-47-903. Activities not constituting transacting business.'.(source) |
| AZchecked 2026-10-02 | A.R.S. § 29-3905(A) lists eleven activities that do not make a foreign LLC or foreign series "doing business" in Arizona; unlike the corp/LP lists, this one is not stated to be non-exhaustive.Lead-in: “Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating or settling an action or proceeding.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the foreign company or foreign series or maintaining trustees or depositories with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.”; Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property.”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions.”; Property without more: “Owning, without more, property.”; Interstate commerce: “Doing business in interstate commerce.”. Pinpoint: A.R.S. § 29-3905(A)(1)-(11); azleg.gov section page headed '29-3905 - Activities not constituting doing business'.(source) | A.R.S. § 10-1501(B) lists twelve activities, expressly non-exhaustive under (C), that do not make a foreign corporation "transact business" in Arizona, including litigation, internal affairs, bank accounts and a 30-day isolated transaction.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of subsection A:” Listed activities — Litigation: “Maintaining, defending or settling any proceeding.”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “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.”; Other listed activity: “Creating or acquiring indebtedness, mortgages and other security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the same.”; Property without more: “Owning, without more, real or personal property.”; Isolated transaction: “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.” (qualifier: completed within thirty days); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “Being a limited partner of a limited partnership or a member of a limited liability company.”. Non-exhaustive clause: “The list of activities in subsection B is not exhaustive.” Pinpoint: A.R.S. § 10-1501(B)(1)-(12), (C); azleg.gov section page headed '10-1501 - Authority to transact business required'.(source) | A.R.S. § 29-354(E) lists ten activities, expressly non-exhaustive, that do not make a foreign limited partnership "transacting business" in Arizona, including litigation, internal affairs, bank accounts and a 30-day isolated transaction.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state, for the purposes of this chapter, solely because it is carrying on in this state one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending or effecting a settlement of an action or suit or an administrative or arbitrative proceeding or effecting the settlement of a claim or dispute.”; Internal affairs: “Holding meetings of its partners or carrying on any other activities concerning its internal affairs.”; Bank accounts: “Maintaining a bank account.”; Other listed activity: “Maintaining an office or agency for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities.”; Other listed activity: “Effecting sales through an independent contractor.”; Other listed activity: “Soliciting or receiving orders outside this state in pursuance of letters, circulars, catalogs or other forms of advertising or solicitation and accepting such orders outside this state and filling them with goods shipped into this state.”; Other listed activity: “Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing any right in property securing the debts.”; Interstate commerce: “Transacting business in interstate commerce.”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.” (qualifier: completed within a period of thirty days). Pinpoint: A.R.S. § 29-354(E)(1)-(10); azleg.gov section page headed '29-354 - Transaction of business without registration'.(source) |
| CAchecked 2026-10-02 | Sec. 17708.03(b) lists 10 activities that alone are not transacting intrastate business, and (c)-(d) add that status as a member, manager, shareholder or partner of another entity alone does not count.Lead-in, which is the non-exhaustive clause: “Without excluding other activities that may not be considered to be transacting intrastate business in this state within the meaning of this article, activities of a foreign limited liability company that do not constitute transacting intrastate business in this state include all of the following:” Listed activities — Litigation: “Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of those, or the settlement of claims or disputes.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company’s own securities or maintaining trustees or depositories with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or procuring orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, evidences of indebtedness, mortgages, liens, or security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired.”; Isolated transaction: “Conducting an isolated transaction that is completed within 180 days and is not in the course of a number of repeated transactions of a like nature.” (qualifier: that is completed within 180 days and is not in the course of a number of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “a foreign limited liability company shall not be considered to be transacting intrastate business in this state merely because its subsidiary transacts intrastate business in this state”; Entity interests: “A shareholder of a domestic corporation.”; Entity interests: “A shareholder of a foreign corporation transacting intrastate business.”; Entity interests: “A limited partner of a foreign limited partnership transacting intrastate business.”; Entity interests: “A limited partner of a domestic limited partnership.”; Entity interests: “A member or manager of a foreign limited liability company transacting intrastate business.”; Entity interests: “A member or manager of a domestic limited liability company.”; Entity interests: “A person shall not be deemed to be transacting intrastate business in this state within the meaning of this article merely because of its status as a member or manager of a domestic limited liability company or a foreign limited liability company registered to transact intrastate business in this state.”. Pinpoint: Corp. Code Section 17708.03(b)-(d); leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 8 (Foreign Limited Liability Companies) page, heading '17708.03.'.(source) | Sec. 191(c) lists 8 activities that alone are not transacting intrastate business, and (b) adds that status as a shareholder, limited partner, or LLC member/manager of another entity alone does not count.Lead-in, which is the non-exhaustive clause: “Without excluding other activities that may not constitute transacting intrastate business, a foreign corporation shall not be considered to be transacting intrastate business within the meaning of subdivision (a) solely by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “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.”; Internal affairs: “Holding meetings of its board or shareholders or carrying on other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositaries with relation to its securities.”; Other listed activity: “Effecting sales through independent contractors.”; Other listed activity: “Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance outside this state before becoming binding contracts.” (qualifier: where those orders require acceptance outside this state before becoming binding contracts); Other listed activity: “Creating evidences of debt or mortgages, liens or security interests on real or personal property.”; Isolated transaction: “Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature.” (qualifier: completed within a period of 180 days and not in the course of a number of repeated transactions of like nature); Entity interests: “a foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business”; Entity interests: “A shareholder of a domestic corporation.”; Entity interests: “A shareholder of a foreign corporation transacting intrastate business.”; Entity interests: “A limited partner of a domestic limited partnership.”; Entity interests: “A limited partner of a foreign limited partnership transacting intrastate business.”; Entity interests: “A member or manager of a domestic limited liability company.”; Entity interests: “A member or manager of a foreign limited liability company transacting intrastate business.”. Pinpoint: Corp. Code Section 191(b)-(c); leginfo.legislature.ca.gov Corporations Code, TITLE 1, DIVISION 1, CHAPTER 1 (General Provisions and Definitions) page, heading '191.'.(source) | Sec. 15901.02(ai)(3), cross-referenced by Sec. 15909.03(a), lists 10 activities that alone are not transacting intrastate business, and (ai)(2) and (4) add that owning an interest in another entity alone does not count.Lead-in, which is the non-exhaustive clause: “Without excluding other activities that may not constitute transacting intrastate business, a foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely by reason of carrying on in this state one or more of the following activities:” Listed activities — Entity interests: “A shareholder of a foreign corporation transacting intrastate business.”; Entity interests: “A shareholder of a domestic corporation.”; Entity interests: “A limited partner of a foreign limited partnership transacting intrastate business.”; Entity interests: “A limited partner of a domestic limited partnership.”; Entity interests: “A member or manager of a foreign limited liability company transacting intrastate business.”; Entity interests: “A member or manager of a domestic limited liability company.”; Litigation: “Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims and disputes.”; Internal affairs: “Holding meetings of its partners or carrying on other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositories with relation to its securities.”; Other listed activity: “Effecting sales through independent contractors.”; Other listed activity: “Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts.” (qualifier: where the orders require acceptance without this state before becoming binding contracts); Other listed activity: “Creating or acquiring evidences of debt or mortgages, liens, or security interests on real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Isolated transaction: “Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature.” (qualifier: completed within a period of 180 days and not in the course of a number of repeated transactions of like nature); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “A person shall not be deemed to be transacting intrastate business in this state within the meaning of paragraph (1) solely because of the person’s status as a limited partner of a domestic limited partnership or a foreign limited partnership registered to transact intrastate business in this state.”. Pinpoint: Corp. Code Section 15901.02(ai)(2)-(4); Section 15909.03(a); leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5 (Uniform Limited Partnership Act of 2008), ARTICLE 1 page, heading '15901.02.'.(source) |
| COchecked 2026-10-02 | C.R.S. § 7-90-801(2) lists 12 activities that do not make a foreign limited liability company subject to the authority-to-transact-business requirement; (3) says the list is not exhaustive.Lead-in: “A foreign entity shall not be considered to be transacting business or conducting activities in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending, or settling in its own behalf any proceeding or dispute”; Internal affairs: “Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic transmission, through employees or agents, or otherwise, if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating, as borrower or lender, or acquiring, indebtedness”; Other listed activity: “Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property”; Other listed activity: “Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business or conducting activities in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection (2) of this section is not exhaustive.” Pinpoint: C.R.S. § 7-90-801(2).(source) | C.R.S. § 7-90-801(2) lists 12 activities that do not make a foreign corporation subject to the authority-to-transact-business requirement; (3) says the list is not exhaustive.Lead-in: “A foreign entity shall not be considered to be transacting business or conducting activities in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending, or settling in its own behalf any proceeding or dispute”; Internal affairs: “Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic transmission, through employees or agents, or otherwise, if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating, as borrower or lender, or acquiring, indebtedness”; Other listed activity: “Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property”; Other listed activity: “Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business or conducting activities in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection (2) of this section is not exhaustive.” Pinpoint: C.R.S. § 7-90-801(2).(source) | C.R.S. § 7-90-801(2) lists 12 activities that do not make a foreign limited partnership subject to the authority-to-transact-business requirement; (3) says the list is not exhaustive.Lead-in: “A foreign entity shall not be considered to be transacting business or conducting activities in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending, or settling in its own behalf any proceeding or dispute”; Internal affairs: “Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic transmission, through employees or agents, or otherwise, if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating, as borrower or lender, or acquiring, indebtedness”; Other listed activity: “Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property”; Other listed activity: “Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business or conducting activities in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection (2) of this section is not exhaustive.” Pinpoint: C.R.S. § 7-90-801(2).(source) |
| CTchecked 2026-10-02 | § 34-275d(a) lists 12 activities that do not constitute transacting business by a foreign LLC, plus a § 34-275d(b) carve-out for merely holding an interest in another transacting entity; no exhaustiveness clause is stated.Lead-in: “Activities of a foreign limited liability company which do not constitute transacting business in this state under sections 34-275 to 34-275i, inclusive, include:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the securities of the company, or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in property”; Other listed activity: “Securing or collecting debts, or enforcing mortgages or security interests in property securing the debts, and foreclosing on, holding, protecting or maintaining any such property”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions”; Property without more: “Owning, without more, property” (qualifier: without more); Other listed activity: “Voting securities or other equity ownership interests owned by the foreign limited liability company”; Interstate commerce: “Transacting business in interstate commerce”; Entity interests: “A person does not transact business in this state solely because such person: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.”. Pinpoint: Conn. Gen. Stat. § 34-275d(a)-(c), heading 'Sec. 34-275d. Activities not constituting transacting business in this state.'.(source) | § 33-920(b) lists 11 activities that do not constitute transacting business by a foreign corporation and (c) says the list is not exhaustive.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:” Listed activities — Litigation: “Maintaining, defending or settling any proceeding”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty days); Interstate commerce: “transacting business in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection (b) of this section is not exhaustive.” Pinpoint: Conn. Gen. Stat. § 33-920(b)-(c), heading 'Sec. 33-920. Authority to transact business required.'.(source) | § 34-38o(a) exempts routine property dealings and (b) lists 9 more activities that do not constitute transacting business by a foreign limited partnership, without excluding other non-qualifying activities.Lead-in: “a foreign limited partnership shall not be considered to be transacting business in this state, for purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Property without more: “Any foreign limited partnership may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may hold such property as it may acquire by foreclosure or otherwise in payment of debts due such limited partnership without such action constituting transacting business in this state for the purposes of this chapter.”; Litigation: “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, but nothing in this subdivision shall entitle a foreign limited partnership to maintain suit in this state in violation of section 34-38l”; Internal affairs: “holding meetings of its members or carrying on other activities concerning its internal affairs”; Bank accounts: “maintaining bank accounts or borrowing money with or without security, even if such borrowings are repeated and continuous transactions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange and registration of its partnership interests, or appointing and maintaining trustees or depositories with respect to its interests”; Other listed activity: “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” (qualifier: where such orders require acceptance without this state before becoming binding contracts); Other listed activity: “creating evidences of debt, mortgages or liens on real or personal property”; Other listed activity: “taking security for or collecting debts due it or enforcing any rights in property securing the same”; Interstate commerce: “transacting business in interstate commerce”; Isolated transaction: “conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature” (qualifier: completed within a period of thirty days). Non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state” Pinpoint: Conn. Gen. Stat. § 34-38o(a)-(b), heading 'Sec. 34-38o. Foreign limited partnerships. Activities not constituting transacting business in this state.'.(source) |
| DCchecked 2026-10-02 | D.C. Code § 29-105.05(a) lists ten activities — litigation, internal affairs, bank accounts, isolated transactions, etc. — not counted as doing business for a foreign limited liability company; the list is non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that do not have the intra-District presence necessary to constitute doing business in the District under this title, a foreign filing entity or foreign limited liability partnership shall not be considered to be doing business in the District under this title solely by reason of carrying on in the District any one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of interests of the entity or maintaining trustees or depositories with respect to those interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside the District before they become contracts” (qualifier: if the orders require acceptance outside the District before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions”; Interstate commerce: “Doing business in interstate commerce”. Pinpoint: D.C. Code § 29-105.05(a); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, heading ‘Subchapter V. Foreign Entities.’, § 29–105.05 ‘Activities not constituting doing business.’.(source) | D.C. Code § 29-105.05(a) lists ten activities — litigation, internal affairs, bank accounts, isolated transactions, etc. — not counted as doing business for a foreign corporation; the list is non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that do not have the intra-District presence necessary to constitute doing business in the District under this title, a foreign filing entity or foreign limited liability partnership shall not be considered to be doing business in the District under this title solely by reason of carrying on in the District any one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of interests of the entity or maintaining trustees or depositories with respect to those interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside the District before they become contracts” (qualifier: if the orders require acceptance outside the District before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions”; Interstate commerce: “Doing business in interstate commerce”. Pinpoint: D.C. Code § 29-105.05(a); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, heading ‘Subchapter V. Foreign Entities.’, § 29–105.05 ‘Activities not constituting doing business.’.(source) | D.C. Code § 29-105.05(a) lists ten activities — litigation, internal affairs, bank accounts, isolated transactions, etc. — not counted as doing business for a foreign limited partnership; the list is non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that do not have the intra-District presence necessary to constitute doing business in the District under this title, a foreign filing entity or foreign limited liability partnership shall not be considered to be doing business in the District under this title solely by reason of carrying on in the District any one or more of the following activities:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of interests of the entity or maintaining trustees or depositories with respect to those interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside the District before they become contracts” (qualifier: if the orders require acceptance outside the District before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions”; Interstate commerce: “Doing business in interstate commerce”. Pinpoint: D.C. Code § 29-105.05(a); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, heading ‘Subchapter V. Foreign Entities.’, § 29–105.05 ‘Activities not constituting doing business.’.(source) |
| DEchecked 2026-10-02 | § 18-912(a) lists 12 activities that are not doing business for Subchapter IX (incl. litigation, internal affairs, bank accounts, isolated transactions, interstate commerce); § 18-912(b) adds being a member or manager alone.Lead-in: “Activities of a foreign limited liability company in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:” Listed activities — Litigation: “Maintaining, defending or settling an action or proceeding”; Internal affairs: “Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange or registration of the limited liability company’s own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts” (qualifier: if the orders require acceptance outside the State of Delaware before they become contracts); Other listed activity: “Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation”; Other listed activity: “Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property”; Other listed activity: “Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not 1 in the course of similar transactions” (qualifier: that is not 1 in the course of similar transactions); Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “Doing business in the State of Delaware as an insurance company”; Entity interests: “A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company.” (qualifier: solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company). Pinpoint: 6 Del. C. § 18-912(a)-(b); delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter IX (Foreign Limited Liability Companies) page, heading '18-912. Activities not constituting doing business.'.(source) | § 373(a) says no foreign corporation need comply with §§ 371-372 under 7 listed conditions, incl. mail-order sales, salesperson solicitation with orders approved outside Delaware, wholly interstate operations, insurance, debt activity.Lead-in: “No foreign corporation shall be required to comply with §§ 371 and 372 of this title, under any of the following conditions:” Listed activities — Other listed activity: “If it is in the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs or other forms of advertising, or solicitation, accepting the orders outside this State, and filling them with goods shipped into this State”; Other listed activity: “If it employs salespersons, either resident or traveling, to solicit orders in this State, either by display of samples or otherwise (whether or not maintaining sales offices in this State), all orders being subject to approval at the offices of the corporation without this State, and all goods applicable to the orders being shipped in pursuance thereof from without this State to the vendee or to the seller or such seller’s agent for delivery to the vendee, and if any samples kept within this State are for display or advertising purposes only, and no sales, repairs or replacements are made from stock on hand in this State”; Other listed activity: “If it sells, by contract consummated outside this State, and agrees, by the contract, to deliver into this State, machinery, plants or equipment, the construction, erection or installation of which within this State requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation”; Interstate commerce: “If its business operations within this State, although not falling within the terms of paragraphs (a)(1), (2) and (3) of this section or any of them, are nevertheless wholly interstate in character” (qualifier: wholly interstate in character); Other listed activity: “If it is an insurance company doing business in this State”; Other listed activity: “If it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property”; Other listed activity: “If it secures or collects debts or enforces any rights in property securing the same”. Pinpoint: 8 Del. C. § 373(a); delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '373. Exceptions to requirements.'.(source) | § 17-912(a) lists 12 activities that are not doing business for Subchapter IX (incl. litigation, internal affairs, bank accounts, isolated transactions, interstate commerce); § 17-912(b) adds being a partner alone.Lead-in: “Activities of a foreign limited partnership in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:” Listed activities — Litigation: “Maintaining, defending or settling an action or proceeding”; Internal affairs: “Holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange or registration of the limited partnership’s own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts” (qualifier: if the orders require acceptance outside the State of Delaware before they become contracts); Other listed activity: “Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation”; Other listed activity: “Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property”; Other listed activity: “Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not one in the course of similar transactions” (qualifier: that is not one in the course of similar transactions); Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “Doing business in the State of Delaware as an insurance company”; Entity interests: “A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a partner of a domestic limited partnership or a foreign limited partnership.” (qualifier: solely by reason of being a partner of a domestic limited partnership or a foreign limited partnership). Pinpoint: 6 Del. C. § 17-912(a)-(b); delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter IX (Foreign Limited Partnerships) page, heading '17-912. Activities not constituting doing business.'.(source) |
| FLchecked 2026-10-02 | Section 605.0905(1) lists 13 activities that do not constitute transacting business by a foreign LLC; (2) says the list is not exhaustive.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of s. 605.0902(1):” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding.”; Internal affairs: “Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining managers or agencies for the transfer, exchange, and registration of the foreign limited liability company’s own securities or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Interstate commerce: “Transacting business in interstate commerce.”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of a like nature); Entity interests: “Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; voting the stock of any such subsidiary corporation; or voting the membership interests of any such limited liability company, which it has lawfully acquired.”; Entity interests: “Owning a limited partner interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.” (qualifier: unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner); Property without more: “Owning, without more, real or personal property.” (qualifier: without more). Non-exhaustive clause: “The list of activities in subsection (1) is not an exhaustive list of activities that do not constitute transacting business within the meaning of s. 605.0902(1).” Pinpoint: Fla. Stat. § 605.0905(1)-(2).(source) | Section 607.1501(2) lists 13 activities that do not constitute transacting business by a foreign corporation; (3) says the list is not exhaustive.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of subsection (1):” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling any proceeding.”; Internal affairs: “Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired.”; Interstate commerce: “Transacting business in interstate commerce.”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of a like nature); Entity interests: “Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; or voting the shares of any such subsidiary corporation or voting the membership interests of any such limited liability company, which it has lawfully acquired.”; Entity interests: “Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.” (qualifier: unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner); Property without more: “Owning, protecting, and maintaining, without more, real or personal property.” (qualifier: without more). Non-exhaustive clause: “The list of activities in subsection (2) is not an exhaustive list of activities that do not constitute transacting business within the meaning of subsection (1).” Pinpoint: Fla. Stat. § 607.1501(2)-(3).(source) | Section 620.1903(1) lists 13 activities that do not constitute transacting business by a foreign limited partnership; (2) says the list is not exhaustive.Lead-in: “Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include:” Listed activities — Litigation: “Maintaining, defending, and settling an action or proceeding.”; Internal affairs: “Holding meetings of its partners or carrying on any other activity concerning its internal affairs.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner.” (qualifier: completed within 30 days and is not one in the course of similar transactions of a like manner); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.”; Entity interests: “Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.” (qualifier: unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner); Property without more: “Owning, without more, real or personal property.” (qualifier: without more). Non-exhaustive clause: “The list of activities in subsection (1) is not exhaustive.” Pinpoint: Fla. Stat. § 620.1903(1)-(2).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | HRS §428-1003(a) excludes 10 listed activities from transacting business for a foreign LLC; (b) makes owning income-producing property in Hawaii, unless excluded under (a), count as transacting business.Lead-in: “The activities of a foreign limited liability company that do not constitute transacting business in this State within the meaning of this part include: […] Maintaining, defending, or settling an action or proceeding” Listed activities — Litigation: “Maintaining, defending, or settling an action or proceeding”; Internal affairs: “Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner” (qualifier: completed within thirty days and is not one in the course of similar transactions of a like manner); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: HRS §428-1003(a).(source) | HRS §414-431(b) lists 11 activities that do not constitute transacting business for a foreign corporation, including owning property without more; (c) states the list is not exhaustive.Lead-in, which contains the non-exhaustive clause: “The following activities, among others, do not constitute transacting business within the meaning of subsection (a): […] The list of activities in subsection (b) is not exhaustive.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “Creating as borrower or lender, or acquiring, as borrower or lender, indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: HRS §414-431(b)-(c).(source) | HRS §425E-903(a) excludes 10 listed activities from transacting business for a foreign limited partnership; (b) makes owning income-producing property in Hawaii, unless excluded under (a), count as transacting business.Lead-in: “Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this article include: […] Maintaining, defending, and settling an action or proceeding” Listed activities — Litigation: “Maintaining, defending, and settling an action or proceeding”; Internal affairs: “Holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner” (qualifier: completed within thirty days and is not one in the course of similar transactions of a like manner); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: HRS §425E-903(a).(source) |
| IAchecked 2026-10-02 | Iowa Code § 489.905(1) lists eleven activities (litigation, internal affairs, bank accounts, securities agencies, solicitation, debt, isolated transactions, property, interstate commerce) not doing business for a foreign LLC.Lead-in: “Activities of a foreign limited liability company that do not constitute doing business in this state for purposes of this subchapter include all of the following:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling a proceeding”; Internal affairs: “Carrying on any activity concerning the internal affairs of the foreign limited liability company, including holding meetings of its members or managers”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign limited liability company or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions”; Property without more: “Owning, protecting, and maintaining property”; Interstate commerce: “Doing business in interstate commerce”. Pinpoint: § 489.905(1)(a)-(k).(source) | Iowa Code § 490.1505(1) lists eleven activities (litigation, internal affairs, bank accounts, securities agencies, solicitation, debt, isolated transactions, property, interstate commerce) not doing business for a foreign corporation.Lead-in: “Activities of a foreign corporation that do not constitute doing business in this state for purposes of this subchapter include all of the following:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling a proceeding”; Internal affairs: “Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions”; Property without more: “Owning, protecting, and maintaining property”; Interstate commerce: “Doing business in interstate commerce”. Pinpoint: § 490.1505(1)(a)-(k).(source) | Iowa Code § 488.903(1) lists eleven activities not constituting transacting business for a foreign LP, but § 488.903(2) claws back income-producing real/personal property ownership as transacting business.Lead-in: “Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include all of the following:” Listed activities — Litigation: “Maintaining, defending, and settling an action or proceeding”; Internal affairs: “Holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired”; Property without more: “Owning, without more, real or personal property” (qualifier: the ownership in this state of income-producing real or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state); Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner” (qualifier: completed within thirty days); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: § 488.903(1)(a)-(k).(source) |
| IDchecked 2026-10-02 | Idaho Code § 30-21-505(a) lists 11 activities that do not constitute doing business by a foreign filing entity (LLC, corporation or LP); (b) exempts interest holders/governors; (c) excludes tax, service of process and other regulation.Lead-in: “Activities of a foreign filing entity or foreign limited liability partnership that do not constitute doing business in this state under this chapter include:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions” (qualifier: not in the course of similar transactions); Property without more: “Owning, without more, property” (qualifier: without more); Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “A person does not do business in this state solely by being an interest holder or governor of a foreign entity that does business in this state.” (qualifier: solely). Pinpoint: Idaho Code § 30-21-505(a)-(c); Chapter 21 PDF p. 24.(source) | Idaho Code § 30-21-505(a) lists 11 activities that do not constitute doing business by a foreign filing entity (LLC, corporation or LP); (b) exempts interest holders/governors; (c) excludes tax, service of process and other regulation.Lead-in: “Activities of a foreign filing entity or foreign limited liability partnership that do not constitute doing business in this state under this chapter include:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions” (qualifier: not in the course of similar transactions); Property without more: “Owning, without more, property” (qualifier: without more); Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “A person does not do business in this state solely by being an interest holder or governor of a foreign entity that does business in this state.” (qualifier: solely). Pinpoint: Idaho Code § 30-21-505(a)-(c); Chapter 21 PDF p. 24.(source) | Idaho Code § 30-21-505(a) lists 11 activities that do not constitute doing business by a foreign filing entity (LLC, corporation or LP); (b) exempts interest holders/governors; (c) excludes tax, service of process and other regulation.Lead-in: “Activities of a foreign filing entity or foreign limited liability partnership that do not constitute doing business in this state under this chapter include:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions” (qualifier: not in the course of similar transactions); Property without more: “Owning, without more, property” (qualifier: without more); Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “A person does not do business in this state solely by being an interest holder or governor of a foreign entity that does business in this state.” (qualifier: solely). Pinpoint: Idaho Code § 30-21-505(a)-(c); Chapter 21 PDF p. 24.(source) |
| ILchecked 2026-10-02 | 805 ILCS 180/45-47(a) lists 9 activities that do not make a foreign LLC's conduct 'transacting business' and says the list does not exclude other non-qualifying activities.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute transacting business in this State, a foreign limited liability company shall not be considered to be transacting business in this State” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding.”; Internal affairs: “Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts.” (qualifier: if orders require acceptance outside this State before they become contracts); Property without more: “Owning, without more, real or personal property.” (qualifier: without more); Isolated transaction: “Conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature.” (qualifier: completed within 120 days and that is not one in the course of repeated transactions of a like nature); Other listed activity: “Having a member or manager who is a resident of this State.”. Pinpoint: 805 ILCS 180/45-47(a)(1)-(9), Limited Liability Company Act full text.(source) | 805 ILCS 5/13.75 lists 9 activities (two numbered items are blank) that do not make a foreign corporation's conduct 'transacting business' and says the list does not exclude other non-qualifying activities.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute doing business in this State, a foreign corporation shall not be considered to be transacting business in this State” Listed activities — Litigation: “maintaining, defending, or settling any proceeding;”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;”; Bank accounts: “maintaining bank accounts;”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;”; Other listed activity: “selling through independent contractors;”; Other listed activity: “soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;” (qualifier: if orders require acceptance outside this State before they become contracts); Property without more: “owning, without more, real or personal property;” (qualifier: without more); Isolated transaction: “conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or” (qualifier: completed within 120 days and that is not one in the course of repeated transactions of a like nature); Other listed activity: “having a corporate officer or director who is a resident of this State.”. Pinpoint: 805 ILCS 5/13.75(1)-(6), (9)-(11), Business Corporation Act full text.(source) | 805 ILCS 215/903(a) lists 10 activities that do not make a foreign LP's conduct 'transacting business,' including interstate commerce; the subsection says 'include' without an express non-exhaustive clause.Lead-in: “Activities of a foreign limited partnership which do not constitute transacting business in this State within the meaning of this Article include:” Listed activities — Litigation: “maintaining, defending, and settling an action or proceeding;”; Internal affairs: “holding meetings of its partners or carrying on any other activity concerning its internal affairs;”; Bank accounts: “maintaining accounts in financial institutions;”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “selling through independent contractors;”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property;”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and” (qualifier: completed within 30 days and is not one in the course of similar transactions of a like manner); Interstate commerce: “transacting business in interstate commerce.”. Pinpoint: 805 ILCS 215/903(a)(1)-(10), Uniform Limited Partnership Act (2001) full text.(source) |
| INchecked 2026-10-02 | Indiana lists 12 activities (litigation, internal affairs, bank accounts, isolated transactions under 30 days, owning property, interstate commerce, and others) that do not count as doing business; the list is non-exhaustive.Lead-in, which is the non-exhaustive clause: “The list of activities in subsection (a) is not exhaustive and recodifies, not repeals, those activities previously listed in IC 23-1-49-1, IC 23-16-10-2, IC 23-17-26-1, and IC 23-18-11-2.” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governing persons”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders by any means if the orders require acceptance outside Indiana before they become contracts”; Other listed activity: “making loans or otherwise creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature” (qualifier: completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature); Property without more: “owning, without more, property”; Interstate commerce: “doing business in interstate commerce”; Other listed activity: “if the entity is a nonprofit corporation, soliciting funds if otherwise authorized by Indiana law” (qualifier: if the entity is a nonprofit corporation). Pinpoint: IC 23-0.5-5-5(d).(source) | Indiana lists 12 activities (litigation, internal affairs, bank accounts, isolated transactions under 30 days, owning property, interstate commerce, and others) that do not count as doing business; the list is non-exhaustive.Lead-in, which is the non-exhaustive clause: “The list of activities in subsection (a) is not exhaustive and recodifies, not repeals, those activities previously listed in IC 23-1-49-1, IC 23-16-10-2, IC 23-17-26-1, and IC 23-18-11-2.” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governing persons”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders by any means if the orders require acceptance outside Indiana before they become contracts”; Other listed activity: “making loans or otherwise creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature” (qualifier: completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature); Property without more: “owning, without more, property”; Interstate commerce: “doing business in interstate commerce”; Other listed activity: “if the entity is a nonprofit corporation, soliciting funds if otherwise authorized by Indiana law” (qualifier: if the entity is a nonprofit corporation). Pinpoint: IC 23-0.5-5-5(d).(source) | Indiana lists 12 activities (litigation, internal affairs, bank accounts, isolated transactions under 30 days, owning property, interstate commerce, and others) that do not count as doing business; the list is non-exhaustive.Lead-in, which is the non-exhaustive clause: “The list of activities in subsection (a) is not exhaustive and recodifies, not repeals, those activities previously listed in IC 23-1-49-1, IC 23-16-10-2, IC 23-17-26-1, and IC 23-18-11-2.” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governing persons”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders by any means if the orders require acceptance outside Indiana before they become contracts”; Other listed activity: “making loans or otherwise creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature” (qualifier: completed within thirty (30) days that is not conducted in the course of repeated transactions of a like nature); Property without more: “owning, without more, property”; Interstate commerce: “doing business in interstate commerce”; Other listed activity: “if the entity is a nonprofit corporation, soliciting funds if otherwise authorized by Indiana law” (qualifier: if the entity is a nonprofit corporation). Pinpoint: IC 23-0.5-5-5(d).(source) |
| KSchecked 2026-10-02 | K.S.A. 17-7932 lists 11 activities (litigation, internal affairs, bank accounts, interstate commerce, isolated transactions under 30 days, and others) that do not make a foreign limited liability company "doing business" in Kansas.Lead-in: “Activities of a foreign covered entity which do not constitute doing business within the meaning of K.S.A. 17-7931 , and amendments thereto, include: (1) Maintaining, defending or settling an action or proceeding; (2) holding meetings or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange or registration of the covered entity'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 this state before they become contracts; (7) selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; (8) creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property; (9) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (10) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and (11) transacting business in interstate commerce.” Listed activities — Litigation: “Maintaining, defending or settling an action or proceeding”; Internal affairs: “holding meetings or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange or registration of the covered entity's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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”; Other listed activity: “selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation”; Other listed activity: “creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property”; Other listed activity: “securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature” (qualifier: completed within 30 days); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: K.S.A. 17-7932; subsec. (a)(1)-(11).(source) | K.S.A. 17-7932 lists 11 activities (litigation, internal affairs, bank accounts, interstate commerce, isolated transactions under 30 days, and others) that do not make a foreign corporation "doing business" in Kansas.Lead-in: “Activities of a foreign covered entity which do not constitute doing business within the meaning of K.S.A. 17-7931 , and amendments thereto, include: (1) Maintaining, defending or settling an action or proceeding; (2) holding meetings or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange or registration of the covered entity'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 this state before they become contracts; (7) selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; (8) creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property; (9) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (10) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and (11) transacting business in interstate commerce.” Listed activities — Litigation: “Maintaining, defending or settling an action or proceeding”; Internal affairs: “holding meetings or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange or registration of the covered entity's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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”; Other listed activity: “selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation”; Other listed activity: “creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property”; Other listed activity: “securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature” (qualifier: completed within 30 days); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: K.S.A. 17-7932; subsec. (a)(1)-(11).(source) | K.S.A. 17-7932 lists 11 activities (litigation, internal affairs, bank accounts, interstate commerce, isolated transactions under 30 days, and others) that do not make a foreign limited partnership "doing business" in Kansas.Lead-in: “Activities of a foreign covered entity which do not constitute doing business within the meaning of K.S.A. 17-7931 , and amendments thereto, include: (1) Maintaining, defending or settling an action or proceeding; (2) holding meetings or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange or registration of the covered entity'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 this state before they become contracts; (7) selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; (8) creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property; (9) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (10) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and (11) transacting business in interstate commerce.” Listed activities — Litigation: “Maintaining, defending or settling an action or proceeding”; Internal affairs: “holding meetings or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange or registration of the covered entity's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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”; Other listed activity: “selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation”; Other listed activity: “creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property”; Other listed activity: “securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature” (qualifier: completed within 30 days); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: K.S.A. 17-7932; subsec. (a)(1)-(11).(source) |
| KYchecked 2026-10-02 | KRS 14A.9-010(2)-(3): 11 non-exhaustive excluded activities (litigation, governance, banking, securities admin, contractor sales, solicitation, debt, bare property, 30-day isolated deals, interstate commerce) for a foreign LLC.Lead-in: “The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities concerning the internal affairs of the foreign entity;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real, personal, or intangible property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;”; Property without more: “Owning, without more, real or personal property;”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) in the course of repeated transactions of a like nature;” (qualifier: completed within thirty (30) days); Interstate commerce: “Transacting business in interstate commerce.”. Non-exhaustive clause: “The list of activities in subsection (2) of this section is not exhaustive.” Pinpoint: KRS 14A.9-010(2)-(3).(source) | KRS 14A.9-010(2)-(3): 11 non-exhaustive excluded activities (litigation, governance, banking, securities admin, contractor sales, solicitation, debt, bare property, 30-day isolated deals, interstate commerce) for a foreign corporation.Lead-in: “The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities concerning the internal affairs of the foreign entity;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real, personal, or intangible property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;”; Property without more: “Owning, without more, real or personal property;”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) in the course of repeated transactions of a like nature;” (qualifier: completed within thirty (30) days); Interstate commerce: “Transacting business in interstate commerce.”. Non-exhaustive clause: “The list of activities in subsection (2) of this section is not exhaustive.” Pinpoint: KRS 14A.9-010(2)-(3).(source) | KRS 14A.9-010(2)-(3): 11 non-exhaustive excluded activities (litigation, governance, banking, securities admin, contractor sales, solicitation, debt, bare property, 30-day isolated deals, interstate commerce) for a foreign LP.Lead-in: “The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities concerning the internal affairs of the foreign entity;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real, personal, or intangible property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;”; Property without more: “Owning, without more, real or personal property;”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) in the course of repeated transactions of a like nature;” (qualifier: completed within thirty (30) days); Interstate commerce: “Transacting business in interstate commerce.”. Non-exhaustive clause: “The list of activities in subsection (2) of this section is not exhaustive.” Pinpoint: KRS 14A.9-010(2)-(3).(source) |
| LAchecked 2026-10-02 | Louisiana's foreign-LLC chapter lists ten activities, from litigation and internal governance to bank accounts, interstate commerce, and isolated transactions under thirty days, that do not trigger the certificate-of-authority requirement.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state for the purpose of being required to procure a certificate of authority pursuant to this Chapter by conducting any one or more of the following activities: (1) Maintaining, defending, or settling any proceeding.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding.”; Internal affairs: “Holding meetings of its managers or members or carrying on any other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own membership interests, or appointing or maintaining trustees or depositories with respect to those membership interests.”; Other listed activity: “Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts, including all preliminary incidents thereto.” (qualifier: orders require acceptance outside this state before they become contracts); Other listed activity: “Creating evidences of debt, mortgages, or liens.”; Other listed activity: “Securing or collecting debts or enforcing any rights in property securing the debts.”; Interstate commerce: “Transacting any business in interstate or foreign commerce.”; Isolated transaction: “Conducting an isolated transaction completed within thirty days, and not in the course of repeated transactions of like nature.” (qualifier: thirty days; not in the course of repeated transactions of like nature); Property without more: “Acquiring or disposing of property or a property interest, not as a part of any regular business activity.” (qualifier: not as a part of any regular business activity). Pinpoint: La. R.S. 12:1343.(source) | Louisiana's Foreign Corporation Law lists activities A-J (litigation, governance, bank accounts, interstate commerce, isolated transactions under 30 days, etc.) not needing a certificate, plus a Subsection K lender carve-out.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign corporation or a business association shall not be considered to be transacting business in this state, for the purpose of being required to procure a certificate of authority pursuant to R.S. 12:301, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “Maintaining or defending any action or suit, or any administrative or arbitration proceeding, or affecting the settlement thereof or the settlement of claims or disputes.”; Internal affairs: “Holding meetings of its directors or shareholders, or carrying on other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “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.”; Other listed activity: “Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if such orders require acceptance outside this state before becoming binding contracts, including all preliminary incidents thereto.” (qualifier: such orders require acceptance outside this state before becoming binding contracts); Other listed activity: “Creating evidences of debt, mortgages or liens.”; Other listed activity: “Securing or collecting debts or enforcing any rights in property securing the same.”; Interstate commerce: “Transacting any business in interstate or foreign commerce.”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty days, and not in the course of repeated transactions of like nature.” (qualifier: thirty days; not in the course of repeated transactions of like nature); Property without more: “Acquiring and disposing of property or a property interest, not as a part of any regular business activity.” (qualifier: not as a part of any regular business activity); Other listed activity: “If the foreign corporation or business association is a mutual savings bank or mutual savings fund society, or a national banking association organized under the laws of the United States of America, or a real estate investment trust as defined by R.S. 12:491 et seq., or a bank or trust company organized under the laws of any state of the United States of America or the District of Columbia, or an insurance company, or a corporation or business association under contract with a real estate investment trust as its advisor, or a corporation or business association chartered and engaged in business as a group insurance and annuity association, or a nonprofit or nontrading corporation or business association, or a corporation or business association all of the outstanding stock of which (except directors' qualifying shares) is owned by one or more such banks, societies, associations, companies or corporations, or a corporation, or business association, bank or trust company acting as a fiduciary or agent of a fiduciary or a nonprofit or nontrading corporation: (1) Acquiring or making loans, or participations or interests therein, secured, directly or by assignment or pledge of obligations secured by such mortgages, by mortgages on immovable property, or making such loans through, or in participation with, national or state banks having their banking offices in this state or other Louisiana concerns, or modifying, renewing, extending or transferring such loans or security, or accepting substitute or additional obligors thereon. (2) Maintaining depository or pledge-holder agreements or arrangements with national or state banks having their banking offices in this state, in connection with the taking of assignments or pledges of such loans or security. (3) Making, collecting and servicing such loans or security through Louisiana concerns engaged in the business of servicing and loans. (4) Acquiring immovable property securing such loans under foreclosure sale or in lieu of foreclosure, and managing, operating, leasing, selling or otherwise disposing of such property. (5) Inspecting or appraising immovable property as direct or indirect security for such loans, and negotiating for such loans. (6) Owning, modifying, renewing, extending, transferring or foreclosing on such loans, mortgages or mortgage notes, or accepting substitute or additional obligors thereon.” (qualifier: limited to the enumerated categories of foreign corporation/business association in Subsection K). Pinpoint: La. R.S. 12:302(A)-(K).(source) | No exclusion list locatedLouisiana's foreign-partnership chapter has no activities list for transacting business; registration there is tied only to owning immovable property or recognizing a limited partner's limited liability, not a 'doing business' standard. Pinpoint: La. R.S. 9:3421-3426.(source) |
| MAchecked 2026-10-02 | A foreign LLC uses the foreign-corporation test: c. 156D § 15.01(c) lists 9 numbered activities (two numbers deliberately skipped) that do not count, and (d) says the list is not exhaustive.Lead-in: “Section 48. A foreign limited liability company shall be considered to be doing business in the commonwealth for the purpose of this section if it would be considered to be doing business in the commonwealth for the purpose of Part 15 of subdivision A of chapter 156D if it were a foreign corporation.” Listed activities — Litigation: “maintaining, defending, or settling any proceeding” (G.L. c. 156D § 15.01(c)-(d)); Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs” (G.L. c. 156D § 15.01(c)-(d)); Bank accounts: “maintaining bank accounts” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporations own securities or maintaining trustees or depositories with respect to those securities” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “selling through independent contractors” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the commonwealth before they become contracts” (G.L. c. 156D § 15.01(c)-(d)) (qualifier: if the orders require acceptance outside the commonwealth before they become contracts); Isolated transaction: “conducting an isolated transaction that is not one in the course of repeated transactions of a like nature” (G.L. c. 156D § 15.01(c)-(d)) (qualifier: not one in the course of repeated transactions of a like nature); Interstate commerce: “transacting business in interstate commerce” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “performing activities subject to regulation under chapter 167 or chapter 175, if the foreign corporation has complied with the applicable chapter” (G.L. c. 156D § 15.01(c)-(d)) (qualifier: if the foreign corporation has complied with the applicable chapter). Non-exhaustive clause: “The list of activities in subsections (b) and (c) is not exhaustive.” (G.L. c. 156D § 15.01(c)-(d)) Pinpoint: G.L. c. 156C § 48 (cross-reference); G.L. c. 156D § 15.01(c)-(d) (substantive list), malegislature.gov heading 'Section 15.01: Authority to transact business required'.(source) | c. 156D § 15.01(c) lists 9 numbered activities (two numbers deliberately skipped in the statute) that, without more, do not constitute transacting business for a foreign corporation; (d) says the list is not exhaustive.Lead-in: “The following activities, among others, without more, do not constitute transacting business within the meaning of subsection (a): (1) maintaining, defending, or settling any 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 corporations 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 commonwealth before they become contracts; [There is no clause (7) or clause (8).] (9) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; (10) transacting business in interstate commerce; or (11) performing activities subject to regulation under chapter 167 or chapter 175, if the foreign corporation has complied with the applicable chapter.” Listed activities — Litigation: “maintaining, defending, or settling any proceeding”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporations own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the commonwealth before they become contracts” (qualifier: if the orders require acceptance outside the commonwealth before they become contracts); Isolated transaction: “conducting an isolated transaction that is not one in the course of repeated transactions of a like nature” (qualifier: not one in the course of repeated transactions of a like nature); Interstate commerce: “transacting business in interstate commerce”; Other listed activity: “performing activities subject to regulation under chapter 167 or chapter 175, if the foreign corporation has complied with the applicable chapter” (qualifier: if the foreign corporation has complied with the applicable chapter). Non-exhaustive clause: “The list of activities in subsections (b) and (c) is not exhaustive.” Pinpoint: G.L. c. 156D § 15.01(c)-(d).(source) | A foreign LP is treated as doing business in Massachusetts by the same test as a foreign corporation; c. 156D § 15.01(c) lists 9 numbered activities (two numbers deliberately skipped) that do not count, (d) says the list is not exhaustive.Lead-in: “Section 49. A foreign limited partnership shall be considered to be doing business in the commonwealth for the purposes of this section if it would be considered to be doing business in the commonwealth for the purpose of section 15.01 of subdivision A of Part 15 of chapter 156D if it were a foreign corporation.” Listed activities — Litigation: “maintaining, defending, or settling any proceeding” (G.L. c. 156D § 15.01(c)-(d)); Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs” (G.L. c. 156D § 15.01(c)-(d)); Bank accounts: “maintaining bank accounts” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporations own securities or maintaining trustees or depositories with respect to those securities” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “selling through independent contractors” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the commonwealth before they become contracts” (G.L. c. 156D § 15.01(c)-(d)) (qualifier: if the orders require acceptance outside the commonwealth before they become contracts); Isolated transaction: “conducting an isolated transaction that is not one in the course of repeated transactions of a like nature” (G.L. c. 156D § 15.01(c)-(d)) (qualifier: not one in the course of repeated transactions of a like nature); Interstate commerce: “transacting business in interstate commerce” (G.L. c. 156D § 15.01(c)-(d)); Other listed activity: “performing activities subject to regulation under chapter 167 or chapter 175, if the foreign corporation has complied with the applicable chapter” (G.L. c. 156D § 15.01(c)-(d)) (qualifier: if the foreign corporation has complied with the applicable chapter). Non-exhaustive clause: “The list of activities in subsections (b) and (c) is not exhaustive.” (G.L. c. 156D § 15.01(c)-(d)) Pinpoint: G.L. c. 109 § 49 (cross-reference); G.L. c. 156D § 15.01(c)-(d) (substantive list).(source) |
| MDchecked 2026-10-02 | § 4A-1009(a) excludes litigation, internal affairs, bank accounts, an isolated transaction, and four foreclosure/mortgage-property items, non-exhaustively.Lead-in, which contains the non-exhaustive clause: “In addition to any other activities which may not constitute doing business in this State, for the purposes of this title, the following activities of a foreign limited liability company do not constitute doing business in this State: (1) Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; (2) Holding meetings of its members or agents or carrying on other activities that concern its internal affairs; (3) Maintaining bank accounts; (4) Conducting an isolated transaction not in the course of a number of similar transactions; (5) Foreclosing mortgages and deeds of trust on property in this State; (6) As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise; (7) Holding, protecting, renting, maintaining, and operating property in this State so acquired; or (8) Selling or transferring title to property in this State so acquired to any person, including the Federal Housing Administration or the U.S. Department of Veterans Affairs.” Listed activities — Litigation: “Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding”; Internal affairs: “Holding meetings of its members or agents or carrying on other activities that concern its internal affairs”; Bank accounts: “Maintaining bank accounts”; Isolated transaction: “Conducting an isolated transaction not in the course of a number of similar transactions” (qualifier: not in the course of a number of similar transactions); Other listed activity: “Foreclosing mortgages and deeds of trust on property in this State”; Other listed activity: “As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise”; Other listed activity: “Holding, protecting, renting, maintaining, and operating property in this State so acquired”; Other listed activity: “Selling or transferring title to property in this State so acquired to any person, including the Federal Housing Administration or the U.S. Department of Veterans Affairs”. Pinpoint: § 4A-1009(a).(source) | § 7-103 excludes litigation, internal affairs, bank accounts, securities-transfer/trustee offices, exclusively interstate/foreign commerce, and an isolated transaction from doing “intrastate” business, non-exhaustively.Lead-in, which contains the non-exhaustive clause: “In addition to any other activities which may not constitute doing intrastate business in this State, for the purposes of this article, the following activities of a foreign corporation do not constitute doing intrastate business in this State: (1) Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; (2) Holding meetings of its directors or stockholders or carrying on other activities which concern its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities; (5) Appointing and maintaining trustees or depositaries with respect to its securities; (6) Transacting business exclusively in interstate or foreign commerce; and (7) Conducting an isolated transaction not in the course of a number of similar transactions.” Listed activities — Litigation: “Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding”; Internal affairs: “Holding meetings of its directors or stockholders or carrying on other activities which concern its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its securities”; Other listed activity: “Appointing and maintaining trustees or depositaries with respect to its securities”; Interstate commerce: “Transacting business exclusively in interstate or foreign commerce”; Isolated transaction: “Conducting an isolated transaction not in the course of a number of similar transactions” (qualifier: not in the course of a number of similar transactions). Pinpoint: § 7-103.(source) | Maryland's foreign-LP exclusions list (§ 10-909(a)) is word-for-word parallel to the LLC list: litigation, internal affairs, bank accounts, an isolated transaction, and four foreclosure/mortgage-property items, with a non-exhaustive clause.Lead-in, which contains the non-exhaustive clause: “In addition to any other activities which may not constitute doing business in this State, for the purposes of this article, the following activities of a foreign limited partnership do not constitute doing business in this State: (1) Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding; (2) Holding meetings of its partners or carrying on other activities which concern its internal affairs; (3) Maintaining bank accounts; (4) Conducting an isolated transaction not in the course of a number of similar transactions; (5) Foreclosing mortgages and deeds of trust on property in this State; (6) As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise; (7) Holding, protecting, renting, maintaining, and operating property in this State so acquired; and (8) Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration.” Listed activities — Litigation: “Maintaining, defending, or settling an action, suit, claim, dispute, or administrative or arbitration proceeding”; Internal affairs: “Holding meetings of its partners or carrying on other activities which concern its internal affairs”; Bank accounts: “Maintaining bank accounts”; Isolated transaction: “Conducting an isolated transaction not in the course of a number of similar transactions” (qualifier: not in the course of a number of similar transactions); Other listed activity: “Foreclosing mortgages and deeds of trust on property in this State”; Other listed activity: “As a result of default under a mortgage or deed of trust, acquiring title to property in this State by foreclosure, deed in lieu of foreclosure, or otherwise”; Other listed activity: “Holding, protecting, renting, maintaining, and operating property in this State so acquired”; Other listed activity: “Selling or transferring the title to property in this State so acquired to any person, including the Federal Housing Administration or the Veterans Administration”. Pinpoint: § 10-909(a).(source) |
| MEchecked 2026-10-02 | 31 M.R.S. §1623(1) lists 11 actions that do not constitute conducting activities by a foreign LLC and (2) adds 3 status items (owning/being a partner or member of another conducting entity); no clause states the list is not exhaustive.Lead-in: “Maintaining, defending or settling in its own behalf any proceeding or dispute” Listed activities — Litigation: “Maintaining, defending or settling in its own behalf any proceeding or dispute”; Internal affairs: “Holding meetings or carrying on any other activities concerning its internal affairs”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “Creating, as borrower or lender, or acquiring indebtedness, mortgages or security interests in real or personal property”; Other listed activity: “Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing such debts and holding, protecting and maintaining property so acquired”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of similar or repeated transactions of a like nature” (qualifier: completed within 30 days and that is not one in the course of similar or repeated transactions of a like nature); Interstate commerce: “Conducting activities in interstate commerce”; Entity interests: “Owns a controlling interest in an organization that is conducting activities in this State”; Entity interests: “Is a limited partner of a limited partnership or foreign limited partnership that is conducting activities in this State”; Entity interests: “Is a member of a limited liability company or foreign limited liability company that is conducting activities in this State”. Pinpoint: 31 M.R.S. §1623(1)-(2), Title 31 Ch.21 PDF pp. 41-43.(source) | 13-C M.R.S. §1501(2) lists 13 activities that do not constitute transacting business by a foreign corporation and says the list is not limited to those listed.Lead-in: “Maintaining, defending or settling any proceeding” Listed activities — Litigation: “Maintaining, defending or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property other than agricultural real estate” (qualifier: without more; other than agricultural real estate); Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce”; Other listed activity: “Engaging as a trustee in those actions defined by Title 18‑C, section 7‑103 as not in themselves requiring local qualification of a foreign corporate trustee”; Entity interests: “Owning and controlling a subsidiary corporation incorporated in or transacting business within this State”. Non-exhaustive clause: “Activities that do not constitute transacting business within the meaning of subsection 1 include but are not limited to” Pinpoint: 13-C M.R.S. §1501(2), Title 13-C Ch.15 PDF p. 1.(source) | 31 M.R.S. §1413(1) lists 10 activities that do not constitute transacting business by a foreign LP; no clause states the list is not exhaustive. Unlike the LLC/corporation lists, there is no bare property-ownership exclusion here.Lead-in: “Maintaining, defending and settling an action or proceeding” Listed activities — Litigation: “Maintaining, defending and settling an action or proceeding”; Internal affairs: “Holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner” (qualifier: completed within 30 days and is not one in the course of similar transactions of a like manner); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: 31 M.R.S. §1413(1), Title 31 Ch.19 PDF pp. 51-52.(source) |
| MIchecked 2026-10-02 | MCL 450.5008(1) lists 11 activities that do not make a foreign LLC's conduct 'transacting business' in Michigan and says the list does not exclude other non-qualifying activities.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this act, because it is carrying on in this state any 1 or more of the following activities” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding.”; Internal affairs: “Holding meetings of its members or carrying on any other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “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.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Property without more: “Owning, without more, real or personal property.” (qualifier: without more); Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not 1 in the course of repeated transactions of a like nature.” (qualifier: completed within 30 days and that is not 1 in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”. Pinpoint: MCL 450.5008(1)(a)-(k), Sec. 1008(1).(source) | MCL 450.2012(1) lists 11 activities that do not make a foreign corporation's conduct 'transacting business' in Michigan and says the list does not exclude other non-qualifying activities.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this act, solely because it is carrying on in this state any 1 or more of the following activities” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding.”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “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.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “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.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Property without more: “Owning, without more, real or personal property.” (qualifier: without more); Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of like nature.” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of like nature); Interstate commerce: “Transacting business in interstate commerce.”. Pinpoint: MCL 450.2012(1)(a)-(k), Sec. 1012(1).(source) | MCL 449.1909(a) lists 10 non-exhaustive activities that are not a foreign LP's 'transacting business.' Unlike the LLC/corp lists, it has no 'owning property' item and no day limit on the isolated-transaction item.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership is not considered to be transacting business in this state, for the purposes of this act, solely because it is carrying on in this state any 1 or more of the following activities” Listed activities — Litigation: “Maintaining or defending an action or suit or an administrative or arbitrative proceeding, or effecting the settlement thereof or the settlement of a claim or dispute.”; Internal affairs: “Holding meetings of its partners or carrying on any other activities concerning its internal affairs.”; Bank accounts: “Maintaining a bank account.”; Other listed activity: “Maintaining an office or agency for the transfer, exchange, and registration of its securities, or appointing and maintaining a trustee or depository with relation to its securities.”; Other listed activity: “Effecting sales through an independent contractor.”; Other listed activity: “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.” (qualifier: where such orders require acceptance without this state before becoming binding contracts); Other listed activity: “Borrowing money, with or without security.”; Other listed activity: “Securing or collecting debts or enforcing any right in property securing the same.”; Interstate commerce: “Transacting any business in interstate commerce.”; Isolated transaction: “Conducting an isolated transaction not in the course of a number of repeated transactions of like nature.”. Pinpoint: MCL 449.1909(a)(1)-(10), Sec. 909(a).(source) |
| MNchecked 2026-10-02 | Minn. Stat. § 322C.0803, subd. 1 lists eight activities a foreign LLC may carry on without being considered to transact business in Minnesota.Lead-in: “A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following, including:” Listed activities — Litigation: “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”; Internal affairs: “holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate” (qualifier: as executor, administrator, trustee, guardian or conservator); Other listed activity: “making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property”; Other listed activity: “securing or collecting its debts or enforcing any rights in property securing them”; Isolated transaction: “conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature” (qualifier: completed within a period of 30 days and not in the course of a number of repeated transactions of like nature). Pinpoint: Minn. Stat. § 322C.0803, subd. 1.(source) | Minn. Stat. § 303.03 lists eight activities a foreign corporation may carry on without being considered to transact business, introduced by a clause that does not exclude other non-transacting activities.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, and subject to the provisions of sections 5.25 and 543.19, a foreign corporation shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “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”; Internal affairs: “holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate” (qualifier: as executor, administrator, trustee, guardian or conservator); Other listed activity: “making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property”; Other listed activity: “securing or collecting its debts or enforcing any rights in property securing them”; Isolated transaction: “conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature” (qualifier: completed within a period of 30 days and not in the course of a number of repeated transactions of like nature). Pinpoint: Minn. Stat. § 303.03.(source) | Minn. Stat. § 321.0903(a) lists ten activities of a foreign limited partnership that do not constitute transacting business in Minnesota.Lead-in: “Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include:” Listed activities — Litigation: “maintaining, defending, and settling an action or proceeding”; Internal affairs: “holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner” (qualifier: completed within 30 days and is not one in the course of similar transactions of a like manner); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: Minn. Stat. § 321.0903(a).(source) |
| MOchecked 2026-10-02 | §347.163.5 lists 7 non-business activities (litigation, internal affairs, bank accounts, debt/security activity, debt collection, interstate commerce, a 30-day isolated transaction) plus .8 excusing mere LLC membership; non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for purposes of sections 347.010 to 347.187 , by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “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;”; Internal affairs: “Holding meetings of its members or carrying on other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Borrowing money or creating evidence of debt, mortgage or lien on or other security interest in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing any rights in properties securing the same;”; Interstate commerce: “Transacting any business in interstate commerce;”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of a like nature.” (qualifier: completed within a period of thirty days and not in the course of a number of repeated transactions of a like nature); Entity interests: “A foreign limited liability company as defined in sections 347.010 to 347.187 shall not be deemed to be transacting business in this state for the purposes of this section, solely for the reason that it is a member of a limited liability company.” (qualifier: solely for the reason that it is a member of a limited liability company). Pinpoint: § 347.163.5 (chapeau), .5(1)-(7), .8.(source) | §351.572.2 lists 8 non-business activities (litigation, internal affairs, bank accounts, securities offices, debt/security, debt collection, isolated txn, interstate commerce), non-exhaustive; §347.163.6/§359.551.6 add LLC/LP membership.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section:” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “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;”; Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;”; Isolated transaction: “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;” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “A foreign corporation, as defined in section 351.015 or section 355.066 , shall not be deemed to be transacting business in this state for the purposes of section 351.572 solely for the reason that it is a member of a limited liability company.” (§ 347.163.6) (qualifier: solely for the reason that it is a member of a limited liability company); Entity interests: “A foreign corporation as defined in section 351.015 shall not be deemed to be transacting business in this state for the purposes of section 351.570 solely for the reason that it is a partner of a limited partnership.” (§ 359.551.6) (qualifier: solely for the reason that it is a partner of a limited partnership). Non-exhaustive clause: “The list of activities in subsection 2 of this section is not exhaustive.” Pinpoint: § 351.572.2(1)-(8), .3.(source) | §359.551.5 lists 7 non-business activities for a foreign LP (litigation, internal affairs, bank accounts, debt/security activity, debt collection, interstate commerce, isolated transaction), non-exhaustive; §347.163.7 adds LLC membership.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership shall not be considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “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;”; Internal affairs: “Holding meetings of its partners or carrying on other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Borrowing money or creating evidence of debt, mortgage or lien on or other security interest in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing any rights in property securing the same;”; Interstate commerce: “Transacting any business in interstate commerce;”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.” (qualifier: completed within a period of thirty days and not in the course of a number of repeated transactions of like nature); Entity interests: “A foreign limited partnership or foreign registered limited liability limited partnership, as defined in section 359.011 , shall not be deemed to be transacting business in this state for the purposes of section 359.551 solely for the reason that it is a member of a limited liability company.” (§ 347.163.7) (qualifier: solely for the reason that it is a member of a limited liability company). Pinpoint: § 359.551.5 (chapeau), .5(1)-(7).(source) |
| MSchecked 2026-10-02 | Section 79-29-1015 lists 11 excluded activities (litigation, internal affairs, banking, securities, sales, solicitation, debt, isolated deals, bare property, interstate commerce) plus non-attribution; list is non-exhaustive.Lead-in: “Maintaining, defending, or settling any proceeding; […] Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “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;” (qualifier: if the orders require acceptance outside this state before they become contracts;); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts and holding, protecting and maintaining property so acquired;”; Isolated transaction: “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;” (qualifier: that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;); Property without more: “Owning, without more, real or personal property;”; Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “Is a shareholder in a corporation or a foreign corporation that transacts business in this state;”; Entity interests: “Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;”; Entity interests: “Is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.”. Non-exhaustive clause: “The following activities of a foreign limited liability company, among others, do not constitute transacting business in this state within the meaning of this article:” Pinpoint: Miss. Code Ann. § 79-29-1015 (HB 683 §26, Article 10), heading 'Transactions not constituting transacting business.'.(source) | Section 79-4-15.01(b) lists 14 excluded activities (litigation, internal affairs, banking, securities, sales, solicitation, debt, bare property, isolated deals, interstate commerce, non-attribution); (c): list not exhaustive.Lead-in: “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.” Listed activities — Litigation: “Maintaining, defending or settling any proceeding;”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “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;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “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;” (qualifier: if the orders require acceptance outside this state before they become contracts;); Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;”; Property without more: “Owning, without more, real or personal property;”; Isolated transaction: “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;” (qualifier: that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;); Interstate commerce: “Transacting business in interstate commerce”; Entity interests: “Being a shareholder in a corporation or a foreign corporation that transacts business in this state;”; Entity interests: “Being a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;”; Entity interests: “Being a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.”. Non-exhaustive clause: “The list of activities in subsection (b) is not exhaustive.” Pinpoint: Miss. Code Ann. § 79-4-15.01(b), (c), as amended by HB 789 §38 (2012 Reg. Session).(source) | Section 79-14-1005 lists 11 excluded activities (litigation, internal affairs, banking, securities, sales, solicitation, debt, isolated deals, bare property, interstate commerce) plus partner non-attribution; no non-exhaustive clause.Lead-in: “Activities of a foreign limited partnership which do not constitute doing business in this state under this article include:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its partners;”; Bank accounts: “Maintaining accounts in financial institutions;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts;); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions;” (qualifier: that is not in the course of similar transactions;); Property without more: “Owning, without more, property; and”; Interstate commerce: “Doing business in interstate commerce.”; Entity interests: “A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.”. Pinpoint: § 79-14-1005, heading 'Activities not constituting doing business.'.(source) |
| MTchecked 2026-10-02 | Mont. Code Ann. § 35-8-1001(2) lists 11 activities that do not constitute a foreign LLC transacting business, (3) says the list is not exhaustive, and (4) deems entering a state contract to be transacting business.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of subsection (1):” Listed activities — Litigation: “maintaining, defending, or settling any proceeding”; Internal affairs: “holding meetings of the members or managers or carrying on other activities concerning internal affairs of the limited liability company”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Other listed activity: “owning real or personal property that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition, does not produce income, or is not used in the performance of a function of the limited liability company” (qualifier: acquired incident to subsection (2)(h); disposed of within 5 years, or does not produce income, or not used in performance of a function); Isolated transaction: “conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature” (qualifier: completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature); Interstate commerce: “transacting business in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection (2) is not exhaustive.” Pinpoint: Mont. Code Ann. § 35-8-1001(2)(a)-(k), (3).(source) | Mont. Code Ann. § 35-14-1505(1) lists 11 activities that are not doing business, (2) says the list is not exhaustive, (3) excludes service of process/taxation/regulation, and (4) deems a state contract to be doing business.Lead-in: “Activities of a foreign corporation that do not constitute doing business in this state for purposes of this part include:” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling a proceeding”; Internal affairs: “carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Other listed activity: “owning real or personal property that is acquired incident to activities described in subsection (1)(h) if the property is disposed of within 5 years after the date of acquisition, does not produce income, or is not used in the performance of a corporate function” (qualifier: acquired incident to subsection (1)(h); disposed of within 5 years, or does not produce income, or not used in performance of a corporate function); Isolated transaction: “conducting an isolated transaction that is completed within 30 days and that is not in the course of repeated transactions of a similar nature” (qualifier: completed within 30 days and that is not in the course of repeated transactions of a similar nature); Interstate commerce: “doing business in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection (1) is not exhaustive.” Pinpoint: Mont. Code Ann. § 35-14-1505(1)(a)-(k), (2).(source) | Mont. Code Ann. § 35-12-1309(1) lists 10 activities that are not transacting business, (2) excepts Montana income-producing property, and (3) excludes service of process, taxation, and other regulation.Lead-in: “Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of 35-12-1309 through 35-12-1313 include:” Listed activities — Litigation: “maintaining, defending, and settling an action or proceeding”; Internal affairs: “holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, and maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner” (qualifier: completed within 30 days and is not one in the course of similar transactions of a like manner); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: Mont. Code Ann. § 35-12-1309(1)(a)-(j).(source) |
| NCchecked 2026-10-02 | Chapter 57D lists 11 activities a foreign LLC may conduct in North Carolina without being considered to transact business, expressly a non-exhaustive list.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute transacting business in this State, a foreign LLC is not considered to be transacting business in this State for the purposes of this Chapter by reason of conducting in this State any one or more of the following activities: (1) Maintaining or defending any proceeding or effecting the settlement thereof or the settlement of claims or disputes.” Listed activities — Litigation: “Maintaining or defending any proceeding or effecting the settlement thereof or the settlement of claims or disputes.”; Internal affairs: “Holding meetings of its members, managers, or other company officials or carrying on other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts or borrowing money in this State, with or without providing security for repayment or other performance and without regard to the frequency of such transactions.”; Other listed activity: “Maintaining offices or agencies for the exchange or other transfer and registration of all or any class or portion of its membership or other equity or beneficial ownership interests or securities, or appointing and maintaining trustees or depositories with relation to its membership or other equity or beneficial ownership interests or securities.”; Other listed activity: “Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance to be made outside of the territory of this State to become binding contracts.” (qualifier: orders require acceptance to be made outside of the territory of this State to become binding contracts); Other listed activity: “Making or investing in loans with or without security, including servicing of mortgages or deeds of trust through independent agencies within the territory of this State, conducting foreclosure proceedings and selling or acquiring property in foreclosure sales, and managing or renting property acquired in foreclosure sales in connection with and in furtherance of efforts to sell and otherwise liquidate such property, provided no office or agency of the foreign LLC is maintained in this State.” (qualifier: provided no office or agency of the foreign LLC is maintained in this State); Other listed activity: “Taking security for or collecting debts due the foreign LLC or enforcing any rights the foreign LLC may have in property subject to or otherwise providing security with respect to the repayment or other performance of the debt obligations.”; Interstate commerce: “Transacting business in interstate commerce.”; Isolated transaction: “Conducting an isolated transaction completed within a period of six months but not repeated transactions of a similar nature.” (qualifier: six months); Other listed activity: “Selling property or services through independent contractors.”; Property without more: “Owning real or personal property.”. Pinpoint: N.C. Gen. Stat. § 57D-7-01(b).(source) | Chapter 55 lists 11 activities a foreign corporation may conduct in North Carolina without being considered to transact business, expressly a non-exhaustive list.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this State, a foreign corporation shall not be considered to be transacting business in this State solely for the purposes of this Chapter, by reason of carrying on in this State any one or more of the following activities: (1) 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;” Listed activities — Litigation: “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;”; Internal affairs: “Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts or borrowing money in this State, with or without security, even if such borrowings are repeated and continuous transactions;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities;”; Other listed activity: “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;” (qualifier: orders require acceptance without this State before becoming binding contracts); Other listed activity: “Making or investing in loans with or without security including servicing of mortgages or deeds of trust through independent agencies within the State, the conducting of foreclosure proceedings and sale, the acquiring of property at foreclosure sale and the management and rental of such property for a reasonable time while liquidating its investment, provided no office or agency therefor is maintained in this State;” (qualifier: provided no office or agency therefor is maintained in this State); Other listed activity: “Taking security for or collecting debts due to it or enforcing any rights in property securing the same;”; Interstate commerce: “Transacting business in interstate commerce;”; Isolated transaction: “Conducting an isolated transaction completed within a period of six months and not in the course of a number of repeated transactions of like nature;” (qualifier: six months); Other listed activity: “Selling through independent contractors;”; Property without more: “Owning, without more, real or personal property.”. Pinpoint: N.C. Gen. Stat. § 55-15-01(b).(source) | Chapter 59 Part 9 lists only 9 activities (no independent-contractor-sales or bare-ownership items) that a foreign limited partnership may conduct without transacting business; non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which shall not constitute transacting business in this State, a foreign limited partnership shall not be considered to be transacting business in this State, for the purpose of this Article, by reason of carrying on in this State any one or more of the following activities: (1) 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;” Listed activities — Litigation: “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;”; Internal affairs: “Holding meetings of its partners or carrying on other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts or borrowing money in this State, with or without security, even if such borrowings are repeated and continuous transactions;”; Other listed activity: “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;”; Other listed activity: “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;” (qualifier: orders require acceptance without this State before becoming binding contracts); Other listed activity: “Making or investing in loans with or without security including servicing of mortgages or deeds of trust through independent agencies within the State, the conducting of foreclosure proceedings and sale, the acquiring of property at foreclosure sale and the management and rental of such property for a reasonable time while liquidating its investment, provided no office or agency therefor is maintained in this State;” (qualifier: provided no office or agency therefor is maintained in this State); Other listed activity: “Taking security for or collecting debts due to it or enforcing any rights in property securing the same;”; Interstate commerce: “Transacting business in interstate commerce;”; Isolated transaction: “Conducting an isolated transaction completed within a period of six months and not in the course of a number of repeated transactions of like nature.” (qualifier: six months). Pinpoint: N.C. Gen. Stat. § 59-902(b).(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-82(1): 8 non-exhaustive excluded activities (litigation, internal affairs, banking, securities admin, fiduciary property holding, lending/debt, debt collection, 30-day isolated deal) for a foreign LLC.Lead-in, which contains the non-exhaustive clause: “A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following, including:” Listed activities — Litigation: “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;”; Internal affairs: “Holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities;”; Other listed activity: “Holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of the estate of any person;”; Other listed activity: “Making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;”; Other listed activity: “Securing or collecting its debts or enforcing any rights in property securing its debts; or”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.” (qualifier: completed within a period of thirty days). Pinpoint: NDCC 10-32.1-82(1)-(3), heading "10-32.1-82. Foreign limited liability company - Transactions not constituting transacting business."(source) | NDCC 10-19.1-143(1): 9 excluded activities (litigation, governance, banking, securities admin, contractor sales, solicitation, debt, debt collection, 30-day isolated deal); (4) list is expressly not exhaustive.Lead-in: “The following activities of a foreign corporation, among others, do not constitute transacting business within the meaning of this chapter:” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of its shareholders or carrying on any other activities concerning its internal activities;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign corporation's own securities or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interest in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; or”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like manner.” (qualifier: completed within thirty days). Non-exhaustive clause: “The list of activities in subsection 1 is not exhaustive.” Pinpoint: NDCC 10-19.1-143(1), (4), heading "10-19.1-143. Foreign corporation - Transactions not constituting transacting business."(source) | NDCC 45-10.2-86(1): 10 excluded activities incl. litigation, governance, banking, securities admin, contractor sales, solicitation, debt, debt collection, 30-day isolated deal, interstate commerce for a foreign LP.Lead-in, which is the non-exhaustive clause: “Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this chapter include:” Listed activities — Litigation: “Maintaining, defending, and settling an action or proceeding;”; Internal affairs: “Holding a meeting of its partners or carrying on any other activity concerning its internal affairs;”; Bank accounts: “Maintaining accounts in financial institutions;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the securities of the foreign limited partnership or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and” (qualifier: completed within thirty days); Interstate commerce: “Transacting business in interstate commerce.”. Pinpoint: NDCC 45-10.2-86(1), heading "45-10.2-86. (903) Foreign limited partnership - Activities not constituting transacting business."(source) |
| NEchecked 2026-10-02 | Neb. Rev. Stat. § 21-157(a) lists 10 activities (litigation, internal affairs, bank accounts, isolated transactions under 30 days, interstate commerce, and others) not constituting transacting business for a foreign LLC.Lead-in: “Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of sections 21-155 to 21-163 include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company'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 electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and (10) transacting business in interstate commerce.” Listed activities — Litigation: “maintaining, defending, or settling an action or proceeding”; Internal affairs: “carrying on any activity concerning its internal affairs, including holding meetings of its members or managers”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts”; Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions” (qualifier: completed within thirty days); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: Neb. Rev. Stat. § 21-157.(source) | § 21-2,203(b) lists 12 non-exhaustive activities (litigation, internal affairs, bank accounts, owning property w/o more, isolated txns under 30 days, interstate commerce, corp. trustee, others) not constituting transacting business.Lead-in, which contains the non-exhaustive clause: “The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (1) Maintaining, defending, or settling any 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 depositaries 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 this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the 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; or (12) Acting as a foreign corporate trustee to the extent authorized under section 30-3820 . (c) The list of activities in subsection (b) of this section is not exhaustive.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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”; Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “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” (qualifier: completed within thirty days); Interstate commerce: “Transacting business in interstate commerce”; Other listed activity: “Acting as a foreign corporate trustee to the extent authorized under section 30-3820”. Pinpoint: Neb. Rev. Stat. § 21-2,203.(source) | § 67-281(b) states one exclusion: a foreign LP is not doing business solely by being a partner in a domestic LP. No multi-item list like the LLC/corp acts is stated for limited partnerships.Lead-in: “A foreign limited partnership or a partnership, limited liability company, or corporation formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in this state solely by reason of its being a partner in a domestic limited partnership.” Listed activities — Entity interests: “shall not be deemed to be doing business in this state solely by reason of its being a partner in a domestic limited partnership”. Pinpoint: Neb. Rev. Stat. § 67-281.(source) |
| NHchecked 2026-10-02 | RSA 304-C:174, I lists 11 activities (a)-(k), among others, that do not constitute doing business, and II adds 3 safe harbors for holding interests in another business-doing entity.Lead-in, which contains the non-exhaustive clause: “The following activities of a foreign limited liability company, among others, do not constitute doing business within the meaning of RSA 304-C:175: (a) Maintaining, defending, or settling any proceeding; (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 maintaining trustees or depositories with respect to those securities or interests; (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 that is not one in the course of repeated transactions of a like nature; or (k) Transacting business in interstate commerce.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding”; Internal affairs: “Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce”; Entity interests: “Owns a controlling interest in a corporation that is doing business”; Entity interests: “Is a limited partner of a limited partnership that is doing business”; Entity interests: “Is a member or manager of a limited liability company or foreign limited liability company that is doing business”. Pinpoint: RSA 304-C:174, I(a)-(k) and II(a)-(c), gc.nh.gov heading '304-C:174 Transactions Not Constituting Doing Business'.(source) | RSA 293-A:15.01(b) lists 11 numbered activities that do not constitute transacting business, and (c) says the list is not exhaustive.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of RSA 293-A:15.01(a): (1) maintaining, defending, or settling any 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 depositaries 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 this state before they become contracts; (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce.” Listed activities — Litigation: “maintaining, defending, or settling any proceeding”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “owning, without more, real or personal property”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “transacting business in interstate commerce”. Non-exhaustive clause: “The list of activities in RSA 293-A:15.01(b) is not exhaustive.” Pinpoint: RSA 293-A:15.01(b)-(c), gc.nh.gov heading '293-A:15.01 Authority to Transact Business Required'.(source) | No exclusion list locatedRSA 304-B's Foreign Limited Partnerships subdivision has no list of activities that do not constitute transacting business, after a full-text search of the whole 64-section chapter. Pinpoint: RSA 304-B, complete captured chapter text, sections 1-64, including the Foreign Limited Partnerships subdivision 304-B:48-55 (full-text search).(source) |
| NJchecked 2026-10-02 | N.J. lists 10 safe-harbor activities for a foreign LLC: litigation, internal affairs, bank accounts, securities/transfer-agent work, contractor sales, solicitation, debt collection, a 30-day isolated transaction, interstate commerce.Lead-in: “Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this section include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company'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 electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not in the course of similar transactions; and (10) transacting business in interstate commerce.” Listed activities — Litigation: “maintaining, defending, or settling an action or proceeding”; Internal affairs: “carrying on any activity concerning its internal affairs, including holding meetings of its members or managers”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts”; Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within 30 days and is not in the course of similar transactions” (qualifier: completed within 30 days and is not in the course of similar transactions); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: N.J.S.A. 42:2C-59(a).(source) | N.J. lists 4 non-exclusive safe-harbor activities for a foreign corporation: litigation, director/shareholder meetings, bank accounts/borrowing, and securities transfer-agent/trustee functions.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this State, a foreign corporation shall not be considered to be transacting business in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities (a) maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes; (b) holding meetings of its directors or shareholders; (c) maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if such security has a situs in this State; (d) 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.” Listed activities — Litigation: “maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes”; Internal affairs: “holding meetings of its directors or shareholders”; Bank accounts: “maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if such security has a situs in this State”; Other listed activity: “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”. Pinpoint: N.J.S.A. 14A:13-3(2).(source) | No exclusion list locatedN.J.'s 1983 Uniform LP Law has no activities-based safe-harbor list for a foreign LP; §§42:2A-57 to -61 cover only application, amendment, cancellation, consequence, and injunction. Quote: “Before transacting business in this State, a foreign limited partnership shall file in the office of the Secretary of State an application executed by a general partner setting forth:” Pinpoint: N.J.S.A. 42:2A-57.(source) |
| NMchecked 2026-10-02 | § 53-19-54(A) lists 11 activities, among others, not constituting transacting business, including a general "owning, without more" property clause; (B) excludes merely holding an interest in another transacting entity.Lead-in, which contains the non-exhaustive clause: “The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the Limited Liability Company Act:” Listed activities — Litigation: “maintaining, defending or settling any proceeding”; Internal affairs: “holding meetings of its members or carrying on any other activities concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside New Mexico before they become contracts” (qualifier: if the orders require acceptance outside New Mexico before they become contracts); Other listed activity: “creating as borrower or lender or acquiring indebtedness or mortgages or other security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing rights in property securing debts”; Other listed activity: “investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests”; Property without more: “owning, without more, real or personal property”; Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “transacting business in interstate commerce”; Entity interests: “owns a controlling interest in a corporation or a foreign corporation that transacts business in New Mexico”; Entity interests: “is a limited partner of a limited partnership or foreign limited partnership that is transacting business in New Mexico”; Entity interests: “is a member or manager of a limited liability company or foreign limited liability company that is transacting business in New Mexico”. Pinpoint: NMSA 1978 § 53-19-54(A)-(C); nmonesource.com/nmos/nmsa/en/4400/1/document.do, 'Chapter 53, Article 19 NMSA 1978 Limited Liability Companies', § 53-19-54 'Transactions not constituting transacting business.'.(source) | Section 53-17-1 lists 11 activities that do not constitute a foreign corporation transacting business, introduced by an express non-exhaustiveness clause; no entity-interest carve-out is stated for corporations.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign corporation shall not be considered to be transacting business in this state, for the purposes of the Business Corporation Act, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “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”; Internal affairs: “holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “effecting sales through independent contractors”; Other listed activity: “soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts” (qualifier: where the orders require acceptance without this state before becoming binding contracts); Other listed activity: “creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interest in real or personal property”; Other listed activity: “securing or collecting debts or enforcing any rights in property securing them”; Interstate commerce: “transacting any business in interstate commerce”; Isolated transaction: “conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature” (qualifier: completed within a period of thirty days and not in the course of a number of repeated transactions of like nature); Other listed activity: “investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests and the execution of division orders, contracts of sale and other instruments incidental to the ownership of the nonoperating mineral interests”. Pinpoint: NMSA 1978 § 53-17-1(A)-(K), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-17-1 'Admission of foreign corporation.'.(source) | § 54-2A-903(A) lists 14 activities not constituting transacting business, with no exhaustiveness clause stated; (B) says owning non-excluded income-producing property DOES constitute transacting business, unlike the LLC/corp provisions.Lead-in: “Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act include:” Listed activities — Litigation: “maintaining, defending and settling an action or proceeding, whether judicial, administrative, arbitration or mediation”; Internal affairs: “holding meetings of its partners or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining accounts in financial institutions”; Other listed activity: “maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “creating as borrower or lender or acquiring indebtedness, with or without mortgages or security interests in real or personal property”; Other listed activity: “securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts and holding, protecting and maintaining property so acquired”; Other listed activity: “investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; and executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests”; Entity interests: “owning or controlling an interest in a corporation or other entity that transacts business in this state or is organized under the laws of this state”; Entity interests: “being a partner in a partnership, including a limited partnership, a limited liability partnership or a limited liability limited partnership, that transacts business in this state or is organized under the laws of this state”; Entity interests: “being a member or a manager of a limited liability company that transacts business in this state or is organized under the laws of this state”; Isolated transaction: “conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner” (qualifier: completed within thirty days and is not one in the course of similar transactions of a like manner); Interstate commerce: “transacting business in interstate commerce”. Pinpoint: NMSA 1978 § 54-2A-903(A)-(C), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-903 'Activities not constituting transacting business.'.(source) |
| NVchecked 2026-10-02 | Nevada's foreign-LLC chapter lists thirteen excluded activities, but a person doing any of them still must qualify if it maintains a Nevada office, takes deposits, or does certain mortgage-company business.Lead-in: “Maintaining, defending or settling any proceeding” Listed activities — Litigation: “Maintaining, defending or settling any proceeding”; Internal affairs: “Holding meetings of the managers or members or carrying on other activities concerning internal company affairs”; Bank accounts: “Maintaining accounts in banks or credit unions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the company’s own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Making sales through independent contractors”; Other listed activity: “Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State”; Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “Isolated transactions completed within 30 days and not a part of a series of similar transactions” (qualifier: 30 days; not a part of a series of similar transactions); Other listed activity: “The production of motion pictures as defined in NRS 231.020”; Other listed activity: “Transacting business as an out-of-state depository institution pursuant to the provisions of chapters 657 to 671, inclusive, of NRS”; Interstate commerce: “Transacting business in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection 1 is not exhaustive.” Proviso: “A person who is not transacting business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 of NRS or chapter 645A or 645B of NRS unless the person: (a) Maintains an office in this State for the transaction of business; (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS; (c) Solicits business for the activities of a mortgage company as defined in NRS 645B.0127; or (d) Arranges a mortgage loan secured by real property that is not commercial property as defined in NRS 645B.01047.” (NRS 86.5483(3)) Pinpoint: NRS 86.5483(1).(source) | Nevada's foreign-corporation chapter lists thirteen excluded activities, but a person doing any of them still must qualify if it maintains a Nevada office, takes deposits, or does certain mortgage-company business.Lead-in: “Maintaining, defending or settling any proceeding” Listed activities — Litigation: “Maintaining, defending or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or stockholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining accounts in banks or credit unions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Making sales through independent contractors”; Other listed activity: “Soliciting or receiving orders outside of this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside of this State and filling them by shipping goods into this State”; Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “Isolated transactions completed within 30 days and not a part of a series of similar transactions” (qualifier: 30 days; not a part of a series of similar transactions); Other listed activity: “The production of motion pictures as defined in NRS 231.020”; Other listed activity: “Transacting business as an out-of-state depository institution pursuant to the provisions of chapters 657 to 671, inclusive, of NRS”; Interstate commerce: “Transacting business in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection 1 is not exhaustive.” Proviso: “A person who is not doing business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, chapter 645A or 645B of NRS or title 55 of NRS unless the person: (a) Maintains an office in this State for the transaction of business; (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS; (c) Solicits business for the activities of a mortgage company as defined in NRS 645B.0127; or (d) Arranges a mortgage loan secured by real property which is not commercial property as defined in NRS 645B.01047.” (NRS 80.015(3)) Pinpoint: NRS 80.015(1).(source) | Nevada's foreign-LP chapter lists the same thirteen excluded activities, but a person still must register if it maintains a Nevada office or takes deposits (narrower than the LLC/corp proviso, which adds mortgage-company items).Lead-in: “Maintaining, defending or settling any proceeding” Listed activities — Litigation: “Maintaining, defending or settling any proceeding”; Internal affairs: “Holding meetings of the managers or members or carrying on other activities concerning internal company affairs”; Bank accounts: “Maintaining accounts in banks or credit unions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the company’s own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Making sales through independent contractors”; Other listed activity: “Soliciting or receiving orders outside this State through or in response to letters, circulars, catalogs or other forms of advertising, accepting those orders outside this State and filling them by shipping goods into this State”; Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “Isolated transactions completed within 30 days and not a part of a series of similar transactions” (qualifier: 30 days; not a part of a series of similar transactions); Other listed activity: “The production of motion pictures as defined in NRS 231.020”; Other listed activity: “Transacting business as an out-of-state depository institution pursuant to the provisions of chapters 657 to 671, inclusive, of NRS”; Interstate commerce: “Transacting business in interstate commerce”. Non-exhaustive clause: “The list of activities in subsection 1 is not exhaustive.” Proviso: “A person who is not transacting business in this State within the meaning of this section need not qualify or comply with any provision of this chapter, title 55 of NRS or chapter 645A or 645B of NRS unless the person: (a) Maintains an office in this State for the transaction of business; or (b) Solicits or accepts deposits in the State, except pursuant to the provisions of chapter 666 or 666A of NRS.” (NRS 88.602(3)) Pinpoint: NRS 88.602(1).(source) |
| NYchecked 2026-10-02 | N.Y. LLC Law § 803(a) lists four activities that do not by themselves make a foreign LLC "doing business": litigation, member or manager meetings, bank accounts, and transfer offices or depositaries; the list is non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute doing business in this state, a foreign limited liability company shall not be considered to be doing business in this state for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise or effecting settlement thereof or the settlement of claims or disputes”; Internal affairs: “holding meetings of its members or managers”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies only for the transfer, exchange and registration of its membership interests or appointing and maintaining depositaries with relation to its membership interests” (qualifier: only for the transfer, exchange and registration of its membership interests). Pinpoint: N.Y. Ltd. Liab. Co. Law § 803(a); nysenate.gov section page headed 'SECTION 803 Activities not constituting doing business', Article 8 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | N.Y. Bus. Corp. Law § 1301(b) lists four activities that do not by themselves make a foreign corporation "doing business": litigation, director or shareholder meetings, bank accounts, and securities transfer offices; non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute doing business in this state, a foreign corporation shall not be considered to be doing business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “Maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting settlement thereof or the settlement of claims or disputes.”; Internal affairs: “Holding meetings of its directors or its shareholders.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies only for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.” (qualifier: only for the transfer, exchange and registration of its securities). Pinpoint: N.Y. Bus. Corp. Law § 1301(b); nysenate.gov section page headed 'SECTION 1301 Authorization of foreign corporations', Article 13 (page shows 'Viewing most recent revision (from 2020-06-19)').(source) | N.Y. Partnership Law § 121-902(b) lists four activities that do not by themselves make a foreign limited partnership "doing business": litigation, partner meetings, bank accounts, and transfer offices; non-exhaustive.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute doing business in this state, a foreign limited partnership shall not be considered to be doing business in this state for the purposes of this article, by reason of carrying on in this state any one or more of the following activities:” Listed activities — Litigation: “maintaining or defending any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting settlement thereof or the settlement of claims or disputes”; Internal affairs: “holding meetings of its partners, general or limited”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies only for the transfer, exchange and registration of its partnership interests, or appointing and maintaining depositaries with relation to its partnership interests” (qualifier: only for the transfer, exchange and registration of its partnership interests). Pinpoint: N.Y. P'ship Law § 121-902(b); nysenate.gov section page headed 'SECTION 121-902 Application for authority, contents', Article 8-A (page shows 'Viewing most recent revision (from 2023-01-06)').(source) |
| OHchecked 2026-10-02 | R.C. 1706.512(A) lists 11 activities (litigation, internal affairs, accounts, securities, sales, property, isolated deals, interstate commerce) plus 3 in (B) not counting as 'transacting business'.Lead-in: “A foreign limited liability company shall not be considered to be transacting business in this state within the meaning of sections 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series' carrying on in this state any of the following actions:” Listed activities — Litigation: “Maintaining, defending, or settling in its own behalf any proceeding or dispute;”; Internal affairs: “Holding meetings or carrying on any other activities concerning its internal affairs;”; Bank accounts: “Maintaining accounts in financial institutions;”; Other listed activity: “Maintaining offices or agencies for the assignment, exchange, and registration of the foreign limited liability company's or its series' own securities or interests or maintaining trustees or depositories with respect to those securities or interests;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating, as borrower or lender, or acquiring indebtedness, mortgages, or security interests in real or personal property;”; Other listed activity: “Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing those debts, and holding, protecting, and maintaining property so acquired;”; Property without more: “Owning real or personal property;”; Isolated transaction: “Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;” (qualifier: not one in the course of repeated transactions of a like nature (no day-count limit stated)); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “Owns a controlling interest in an entity that is transacting business in this state;”; Entity interests: “Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;”; Entity interests: “Is a member of a limited liability company or foreign limited liability company that is transacting business in this state.”. Pinpoint: R.C. 1706.512(A)(1)-(11), (B)(1)-(3).(source) | R.C. 1703.02 exempts from the whole licensing chapter (not a 'not transacting business' list) corporations engaged solely in interstate commerce, plus credit unions, title/trust, bond-investment, insurance, and interstate utility companies.Lead-in: “Sections 1703.01 to 1703.31 of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof; to credit unions, title guarantee and trust companies, bond investment companies, and insurance companies; or to public utility companies engaged in this state in interstate commerce.” Listed activities — Interstate commerce: “corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof” (qualifier: solely in interstate commerce). Pinpoint: R.C. 1703.02.(source) | No exclusion list locatedNo list of activities excluded from 'transacting business' by a foreign LP was located after a full-text search of R.C. 1782.48 to 1782.55, unlike the parallel Ohio LLC and many other states' LP statutes. Pinpoint: R.C. 1782.48 to 1782.55 (full-text search).(source) |
| OKchecked 2026-10-02 | Oklahoma's LLC Act lists 12 activities, including litigation, internal affairs, bank accounts, interstate commerce and an isolated transaction under 30 days, that are not transacting business; the list is expressly non-exhaustive.Lead-in, which is the non-exhaustive clause: “The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this act:” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding;”; Internal affairs: “Holding meetings of its members or carrying on any other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s own securities or maintaining trustees or depositaries with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “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;”; Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interest in property securing the debts, including the holding, protecting, renting, maintaining and operating real or personal property in this state so acquired;”; Interstate commerce: “Transacting business wholly in interstate commerce;”; Other listed activity: “Selling or transferring title to property in this state to any person;”; Isolated transaction: “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; or” (qualifier: completed within thirty (30) days); Other listed activity: “Investing in or acquiring royalties or other non-operating mineral or leasehold interests and the execution of division orders, contracts for sale, leases and other instruments incidental to the ownership of the nonoperating interests.”. Pinpoint: 18 O.S. Section 2049(A), p.574.(source) | Oklahoma's corp act excepts 7 activities (mail order, traveling salesmen, some equipment contracts, interstate ops, insurance, debt creation/acquisition, debt collection) from certificate-of-authority; no non-exhaustive language.Lead-in: “No foreign corporation shall be required to comply with the provisions of Sections 130 and 131 of this act, if: 1. it is the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs, or other forms of advertising, or solicitation, accepting the orders outside this state, and filing them with goods shipped into this state; or” Listed activities — Other listed activity: “it is the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs, or other forms of advertising, or solicitation, accepting the orders outside this state, and filing them with goods shipped into this state; or”; Other listed activity: “it employs salesmen, either resident or traveling, to solicit orders in this state, either by display of samples or otherwise, whether or not maintaining sales offices in this state, all orders being subject to approval at the offices of the corporation without this state, and all goods applicable to the orders being shipped in pursuance thereof from without this state to the vendee or to the seller or his agent for delivery to the vendee, and if any samples kept within this state are for display or advertising purposes only, and no sales, repairs, or replacements are made from stock on hand in this state; or”; Other listed activity: “it sells, by contract consummated outside this state, and agrees by the contract, to deliver into this state, machinery, plants or equipment, the construction, erection or installation of which within this state requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; or”; Interstate commerce: “its business operations within this state are wholly interstate in character; or”; Other listed activity: “it is an insurance company doing business in this state; or”; Other listed activity: “it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property; or”; Other listed activity: “it secures or collects debts or enforces any rights in property securing the same.”. Pinpoint: 18 O.S. Section 1132(A), p.476-477.(source) | Oklahoma's LP Act (2010) lists 10 activities, including litigation, internal affairs, bank accounts, a sub-30-day isolated transaction, and interstate commerce, that are not transacting business; the list is non-exhaustive ("include").Lead-in, which is the non-exhaustive clause: “Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include:” Listed activities — Litigation: “maintaining, defending, and settling an action or proceeding;”; Internal affairs: “holding meetings of its partners or carrying on any other activity concerning its internal affairs;”; Bank accounts: “maintaining accounts in financial institutions;”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “selling through independent contractors;”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;”; Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property;”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;”; Isolated transaction: “conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions of a like manner; and” (qualifier: completed within thirty (30) days); Interstate commerce: “transacting business in interstate commerce.”. Pinpoint: 54 O.S. Section 500-903A(a), p.135-136.(source) |
| ORchecked 2026-10-02 | Oregon's 11 non-exhaustive exclusions: suits, internal affairs, bank accounts, securities, contractor sales, out-of-state orders, debt/security creation, debt collection, bare property, 30-day deal, interstate commerce.Lead-in, which contains the non-exhaustive clause: “(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: […] (3) The list of activities in subsection (2) of this section is not exhaustive.” Listed activities — Litigation: “Maintaining, defending or settling any proceeding.”; Internal affairs: “Holding meetings of the managers or members or carrying on other activities concerning internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “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.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “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.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Property without more: “Owning, without more, real or personal property.”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature.” (qualifier: completed within 30 days and is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”. Pinpoint: ORS 63.701(2), (3).(source) | Oregon's 11 non-exhaustive exclusions: suits, internal affairs, bank accounts, securities, contractor sales, out-of-state orders, debt/security creation, debt collection, bare property, 30-day deal, interstate commerce.Lead-in, which contains the non-exhaustive clause: “(2) The following activities among others, do not constitute transacting business within the meaning of subsection (1) of this section: […] (3) The list of activities in subsection (2) of this section is not exhaustive.” Listed activities — Litigation: “Maintaining, defending or settling any proceeding.”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “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.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Property without more: “Owning without more real or personal property.”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature.” (qualifier: completed within 30 days and is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”. Pinpoint: ORS 60.701(2), (3).(source) | No exclusion list locatedOregon's 1985 Uniform Limited Partnership Act foreign-registration article (ORS 70.350-70.385) has no list of activities that do not count as transacting business, unlike the LLC and corporation acts.(source) |
| PAchecked 2026-10-02 | PA lists 12 safe-harbor activities under one foreign-association chapter (litigation, internal affairs, bank accounts, securities/transfer-agent work, contractor sales, solicitation, debt/mortgage work, an isolated transaction, interstate cLead-in: “Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following: (1) Maintaining, defending, mediating, arbitrating or settling an action or proceeding. (2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors. (3) Maintaining accounts in financial institutions. (4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities. (5) Selling through independent contractors. (6) Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts. (7) Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property. (8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired. (9) Conducting an isolated transaction that is not in the course of similar transactions. (10) (Deleted by amendment). (11) Doing business in interstate or foreign commerce. (12) Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein. (13) Conducting operations or performing work or services in good faith in response to a disaster or emergency event.” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating or settling an action or proceeding.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts.”; Other listed activity: “Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired.”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions.” (qualifier: not in the course of similar transactions (no day-count limit stated)); Interstate commerce: “Doing business in interstate or foreign commerce.”; Property without more: “Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein.”; Other listed activity: “Conducting operations or performing work or services in good faith in response to a disaster or emergency event.”. Pinpoint: 15 Pa.C.S. § 403(a).(source) | PA lists 12 safe-harbor activities under one foreign-association chapter (litigation, internal affairs, bank accounts, securities/transfer-agent work, contractor sales, solicitation, debt/mortgage work, an isolated transaction, interstate cLead-in: “Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following: (1) Maintaining, defending, mediating, arbitrating or settling an action or proceeding. (2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors. (3) Maintaining accounts in financial institutions. (4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities. (5) Selling through independent contractors. (6) Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts. (7) Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property. (8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired. (9) Conducting an isolated transaction that is not in the course of similar transactions. (10) (Deleted by amendment). (11) Doing business in interstate or foreign commerce. (12) Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein. (13) Conducting operations or performing work or services in good faith in response to a disaster or emergency event.” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating or settling an action or proceeding.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts.”; Other listed activity: “Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired.”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions.” (qualifier: not in the course of similar transactions (no day-count limit stated)); Interstate commerce: “Doing business in interstate or foreign commerce.”; Property without more: “Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein.”; Other listed activity: “Conducting operations or performing work or services in good faith in response to a disaster or emergency event.”. Pinpoint: 15 Pa.C.S. § 403(a).(source) | PA lists 12 safe-harbor activities under one foreign-association chapter (litigation, internal affairs, bank accounts, securities/transfer-agent work, contractor sales, solicitation, debt/mortgage work, an isolated transaction, interstate cLead-in: “Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following: (1) Maintaining, defending, mediating, arbitrating or settling an action or proceeding. (2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors. (3) Maintaining accounts in financial institutions. (4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities. (5) Selling through independent contractors. (6) Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts. (7) Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property. (8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired. (9) Conducting an isolated transaction that is not in the course of similar transactions. (10) (Deleted by amendment). (11) Doing business in interstate or foreign commerce. (12) Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein. (13) Conducting operations or performing work or services in good faith in response to a disaster or emergency event.” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating or settling an action or proceeding.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts.”; Other listed activity: “Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired.”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions.” (qualifier: not in the course of similar transactions (no day-count limit stated)); Interstate commerce: “Doing business in interstate or foreign commerce.”; Property without more: “Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein.”; Other listed activity: “Conducting operations or performing work or services in good faith in response to a disaster or emergency event.”. Pinpoint: 15 Pa.C.S. § 403(a).(source) |
| RIchecked 2026-10-02 | Rhode Island's foreign-LLC statute lists 12 activities, from litigation and internal affairs to bank accounts, interstate commerce, and isolated transactions under thirty days, that do not trigger registration.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company is not considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting its settlement or the settlement of claims or disputes;” Listed activities — Litigation: “Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting its settlement or the settlement of claims or disputes;”; Internal affairs: “Holding meetings of its members or carrying on any other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “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;”; Other listed activity: “Effecting sales through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts;” (qualifier: orders require acceptance outside this state before becoming binding contracts); Other listed activity: “Creating as borrower or lender or acquiring evidences of debt, mortgages, security interests or liens on real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing any rights in property securing the debts;”; Interstate commerce: “Transacting any business in interstate commerce;”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature;” (qualifier: thirty (30) days; not in the course of a number of repeated transactions of like nature); Other listed activity: “Acting as a general partner of a limited partnership that has filed a certificate of limited-partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49;”; Other listed activity: “Acting as a member of a limited liability company or of a foreign limited liability company that has registered with the secretary of state as provided in § 7-16-49.”. Pinpoint: 7-16-54(e).(source) | Rhode Island's foreign-corporation statute lists 12 activities, from litigation and internal affairs to bank accounts, interstate commerce, and isolated transactions under thirty days, that do not trigger a certificate of authority.Lead-in, which contains the non-exhaustive clause: “Without excluding other activities which may not constitute transacting business in this state, a foreign corporation is not considered to be transacting business in this state, for the purposes of this chapter, because of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of the suit or the settlement of claims or disputes.” Listed activities — Litigation: “Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of the suit or the settlement of claims or disputes.”; Internal affairs: “Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “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.”; Other listed activity: “Effecting sales through independent contractors.”; Other listed activity: “Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside of this state before becoming binding contracts.” (qualifier: orders require acceptance outside of this state before becoming binding contracts); Other listed activity: “Creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property.”; Other listed activity: “Securing or collecting debts or enforcing any rights in property securing the debts.”; Interstate commerce: “Transacting any business in interstate commerce.”; Isolated transaction: “Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature.” (qualifier: thirty (30) days; not in the course of a number of repeated transactions of like nature); Other listed activity: “Acting as a general partner of a limited partnership which has filed a certificate of limited partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49.”; Other listed activity: “Acting as a member of a limited liability company which has registered with the secretary of state as provided in § 7-16-49.”. Pinpoint: 7-1.2-1401(b).(source) | Rhode Island's foreign-LP statute lists 11 activities, including litigation, internal affairs, bank accounts, isolated transactions, owning property without more, and interstate commerce, as not doing business.Lead-in, which contains the non-exhaustive clause: “Activities of a foreign limited partnership which do not constitute doing business in this state under this part include: (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its partners;”; Bank accounts: “Maintaining accounts in financial institutions;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;” (qualifier: orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions;” (qualifier: not in the course of similar transactions); Property without more: “Owning, without more, property;”; Interstate commerce: “Doing business in interstate commerce.”. Pinpoint: 7-13.1-1005(a).(source) |
| SCchecked 2026-10-02 | South Carolina's LLC Act (Section 33-44-1003) lists 11 activities a foreign LLC may carry on without transacting business, including litigation, internal affairs, bank accounts, isolated transactions, and interstate commerce.Lead-in: “Activities not constituting transacting business. (a) activities of a foreign limited liability company that are not considered transacting business in this State within the meaning of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its members or managers or carrying on other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; (10) transacting business in interstate commerce; and (11) owning, without more, an interest in a limited liability company organized or transacting business in this State.” Listed activities — Litigation: “maintaining, defending, or settling an action or proceeding”; Internal affairs: “holding meetings of its members or managers or carrying on other activity concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts”; Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired”; Isolated transaction: “conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner” (qualifier: thirty days); Interstate commerce: “transacting business in interstate commerce”; Entity interests: “owning, without more, an interest in a limited liability company organized or transacting business in this State”. Pinpoint: S.C. Code Ann. Section 33-44-1003(a), Chapter 44 Article 10.(source) | South Carolina's corp statute (Sec. 33-15-101) lists 13 non-exhaustive activities, incl. litigation, isolated transactions, and owning property or an LLC/subsidiary interest, not counting as transacting business.Lead-in, which contains the non-exhaustive clause: “(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (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 this 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 this State; or (13) owning, without more, an interest in a limited liability company organized or transacting business in this State. (c) The list of activities in subsection (b) is not exhaustive.” Listed activities — Litigation: “maintaining, defending, or settling a proceeding”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “selling through independent contractors”; Other listed activity: “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”; Other listed activity: “creating or acquiring any indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing debts”; Property without more: “owning, without more, real or personal property”; Isolated transaction: “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” (qualifier: thirty days); Interstate commerce: “transacting business in interstate commerce”; Entity interests: “owning and controlling a subsidiary corporation incorporated in or transacting business within this State”; Entity interests: “owning, without more, an interest in a limited liability company organized or transacting business in this State”. Pinpoint: S.C. Code Ann. Section 33-15-101(b)-(c), Chapter 15 Article 1.(source) | South Carolina's LP statute (Sec. 33-42-1690) lists 12 non-exhaustive activities -- litigation, isolated transactions within 180 days, interstate commerce, owning interests in a corp or LLC -- not counting as transacting business.Lead-in, which contains the non-exhaustive clause: “(a) Without excluding other activities that do not constitute transacting business in this State, a foreign limited partnership is considered not to be transacting business in this State, for purposes of this chapter, solely by reason of carrying on in this State any one or more of the following activities: (1) maintaining, defending, or participating in any action, suit, or proceeding whether judicial, administrative, arbitrative, or otherwise, or effecting the settlement thereof or the settlement of claims or disputes; (2) holding meetings of its partners or of committees of its partners or carrying on other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees; (5) borrowing or lending or acquiring indebtedness or mortgages or other security interests in real or personal property; (6) securing or collecting debts or enforcing rights in property securing the same; (7) effecting a transaction in interstate or foreign commerce; (8) owning or controlling a corporation incorporated in or transacting business within this State; (9) conducting within this State an isolated transaction that is completed within a period of one hundred and eighty days and that is not in the course of a series or number of repeated transactions; (10) effecting sales through independent contractors; (11) soliciting or procuring orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before becoming binding contracts; or (12) owning, without more, an interest in a limited liability company organized or transacting business in this State.” Listed activities — Litigation: “maintaining, defending, or participating in any action, suit, or proceeding whether judicial, administrative, arbitrative, or otherwise, or effecting the settlement thereof or the settlement of claims or disputes”; Internal affairs: “holding meetings of its partners or of committees of its partners or carrying on other activities concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees”; Other listed activity: “borrowing or lending or acquiring indebtedness or mortgages or other security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing rights in property securing the same”; Interstate commerce: “effecting a transaction in interstate or foreign commerce”; Entity interests: “owning or controlling a corporation incorporated in or transacting business within this State”; Isolated transaction: “conducting within this State an isolated transaction that is completed within a period of one hundred and eighty days and that is not in the course of a series or number of repeated transactions” (qualifier: one hundred and eighty days); Other listed activity: “effecting sales through independent contractors”; Other listed activity: “soliciting or procuring orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before becoming binding contracts”; Entity interests: “owning, without more, an interest in a limited liability company organized or transacting business in this State”. Pinpoint: S.C. Code Ann. Section 33-42-1690(a), Chapter 42 Article 9.(source) |
| SDchecked 2026-10-02 | South Dakota's LLC act lists ten safe-harbor activities (litigation, internal affairs, banking, transfer agents, contractor sales, solicitation, debt collection, 30-day isolated transaction, interstate commerce) not transacting business.Lead-in, which contains the non-exhaustive clause: “Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include: (1) Maintaining, defending, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the company'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 electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and (10) Transacting business in interstate commerce.” Listed activities — Litigation: “Maintaining, defending, or settling an action or proceeding”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts”; Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions” (qualifier: completed within thirty days); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: SDCL § 47-34A-1003(a).(source) | South Dakota's corp act lists eleven non-exhaustive safe-harbors: litigation, internal affairs, banking, transfer agents, contractor sales, solicitation, debt collection, bare property, 30-day isolated transaction, interstate commerce.Lead-in, which contains the non-exhaustive clause: “The following activities, among others, do not constitute transacting business within the meaning of this section: (1) Maintaining, defending, or settling any 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 this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the 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; and (11) Transacting business in interstate commerce.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “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”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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”; Other listed activity: “Creating or acquiring indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “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” (qualifier: completed within thirty days); Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: SDCL § 47-1A-1501.(source) | No exclusion list locatedSouth Dakota's Uniform Limited Partnership Act has no activities-based exclusion list for a foreign LP; Article IX governs registration, issuance, name, amendments, cancellation and nonregistration consequences only. Quote: “Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.” Pinpoint: SDCL §§ 48-7-901 to 48-7-908.(source) |
| TNchecked 2026-10-02 | § 902(a) lists 11 activities not constituting transacting business for a foreign LLC (litigation, bank accounts, isolated transactions, interstate commerce, etc.); (b) adds a member/manager carve-out; (c) list is not exhaustive.Lead-in, which contains the non-exhaustive clause: “902. Transactions Not Constituting Transacting Business. (a) General. The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this chapter: (1) Maintaining, defending or settling any proceeding, claim or dispute; (2) Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign LLC’s own securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (b) Entity Not Transacting Business. An entity formed under the laws of any jurisdiction other than this state shall not be deemed to be transacting business in this state for purposes of obtaining a certificate of authority to transact business solely by reason of its being or acting in its capacity as a member or manager of a domestic or foreign LLC. (c) Nonexhaustive Enumeration. The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign LLC must procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state or to regulation under any other law of this state.” Listed activities — Litigation: “Maintaining, defending or settling any proceeding, claim or dispute;”; Internal affairs: “Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign LLC’s own securities or appointing and maintaining trustees or depositories with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts;” (qualifier: if the orders require acceptance outside this state before they become contracts;); Other listed activity: “Creating or acquiring indebtedness, deeds of trust, mortgages and security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages, deeds of trust and security interests in property securing the debts;”; Property without more: “Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;” (qualifier: provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;); Isolated transaction: “Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or” (qualifier: that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “An entity formed under the laws of any jurisdiction other than this state shall not be deemed to be transacting business in this state for purposes of obtaining a certificate of authority to transact business solely by reason of its being or acting in its capacity as a member or manager of a domestic or foreign LLC.” (qualifier: solely by reason of its being or acting in its capacity as a member or manager of a domestic or foreign LLC). Pinpoint: bill § 902 (codified Tenn. Code Ann. § 48-249-902), heading '902. Transactions Not Constituting Transacting Business.'.(source) | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | § 1005(a) lists 11 activities not constituting doing business for a foreign LP (litigation, bank accounts, isolated transactions, interstate commerce, etc.); (b) adds a partner carve-out; (c) list is not exhaustive.Lead-in, which contains the non-exhaustive clause: “61-3-1005. Activities Not Gonstituting Doing Business. (a) Activities of a foreign limited partnership that do not constitute doing business in this state under this part include: (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (b) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state. (c) The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign limited partnership is required to register and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding, claim, or dispute;”; Internal affairs: “Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs;”; Bank accounts: “Maintaining bank accounts;”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities;”; Other listed activity: “Selling through independent contractors;”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts;” (qualifier: if the orders require acceptance outside of this state before the orders become contracts;); Other listed activity: “Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;”; Other listed activity: “Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;”; Property without more: “Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state;” (qualifier: However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state;); Isolated transaction: “Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or” (qualifier: that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”; Entity interests: “A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.” (qualifier: solely by being a partner of a foreign limited partnership that does business in this state). Pinpoint: bill § 1005 (codified Tenn. Code Ann. § 61-3-1005), heading '61-3-1005. Activities Not Constituting Doing Business.' (source text renders the heading 'Gonstituting' -- an OCR artifact of the scanned enrolled-act PDF).(source) |
| TXchecked 2026-10-02 | Sec. 9.251 lists 16 activities not transacting business for ch. 9 (litigation, internal affairs, bank accounts, a 30-day isolated transaction, interstate commerce, etc.); Sec. 9.252 says the list is not exclusive.Lead-in: “For purposes of this chapter, activities that do not constitute transaction of business in this state include:” Listed activities — Litigation: “maintaining or defending an action or suit or an administrative or arbitration proceeding, or effecting the settlement of: (A) such an action, suit, or proceeding; or (B) a claim or dispute to which the entity is a party”; Internal affairs: “holding a meeting of the entity's managerial officials, owners, or members or carrying on another activity concerning the entity's internal affairs”; Bank accounts: “maintaining a bank account”; Other listed activity: “maintaining an office or agency for: (A) transferring, exchanging, or registering securities the entity issues; or (B) appointing or maintaining a trustee or depositary related to the entity's securities”; Entity interests: “voting the interest of an entity the foreign entity has acquired”; Other listed activity: “effecting a sale through an independent contractor”; Other listed activity: “creating, as borrower or lender, or acquiring indebtedness or a mortgage or other security interest in real or personal property”; Other listed activity: “securing or collecting a debt due the entity or enforcing a right in property that secures a debt due the entity”; Interstate commerce: “transacting business in interstate commerce”; Isolated transaction: “conducting an isolated transaction that: (A) is completed within a period of 30 days; and (B) is not in the course of a number of repeated, similar transactions” (qualifier: is completed within a period of 30 days; and is not in the course of a number of repeated, similar transactions); Other listed activity: “exercising a power of executor or administrator of the estate of a nonresident decedent under ancillary letters issued by a court of this state” (qualifier: in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right); Other listed activity: “exercising a power of a trustee under the will of a nonresident decedent, or under a trust created by one or more nonresidents of this state, or by one or more foreign entities” (qualifier: in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right); Other listed activity: “(A) acquiring the debt in a transaction outside this state or in interstate commerce; (B) collecting or adjusting a principal or interest payment on the debt; (C) enforcing or adjusting a right or property securing the debt; (D) taking an action necessary to preserve and protect the interest of the mortgagee in the security; or (E) engaging in any combination of transactions described by this subdivision” (qualifier: regarding a debt secured by a mortgage or lien on real or personal property in this state); Other listed activity: “investing in or acquiring, in a transaction outside of this state, a royalty or other nonoperating mineral interest”; Other listed activity: “executing a division order, contract of sale, or other instrument incidental to ownership of a nonoperating mineral interest”; Property without more: “owning, without more, real or personal property in this state”; Other listed activity: “acting as a governing person of a domestic or foreign entity that is registered to transact business in this state”. Non-exhaustive clause: “The list provided by Section 9.251 is not exclusive of activities that do not constitute transacting business in this state for the purposes of this code.” Pinpoint: Tex. Bus. Orgs. Code § 9.251(1)-(16), § 9.252; tcss.legis.texas.gov Title 1, Chapter 9, Subchapter F page, headings 'Sec. 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE.' and 'Sec. 9.252. OTHER ACTIVITIES.'.(source) | Sec. 9.251 lists 16 activities not transacting business for ch. 9 (litigation, internal affairs, bank accounts, a 30-day isolated transaction, interstate commerce, etc.); Sec. 9.252 says the list is not exclusive.Lead-in: “For purposes of this chapter, activities that do not constitute transaction of business in this state include:” Listed activities — Litigation: “maintaining or defending an action or suit or an administrative or arbitration proceeding, or effecting the settlement of: (A) such an action, suit, or proceeding; or (B) a claim or dispute to which the entity is a party”; Internal affairs: “holding a meeting of the entity's managerial officials, owners, or members or carrying on another activity concerning the entity's internal affairs”; Bank accounts: “maintaining a bank account”; Other listed activity: “maintaining an office or agency for: (A) transferring, exchanging, or registering securities the entity issues; or (B) appointing or maintaining a trustee or depositary related to the entity's securities”; Entity interests: “voting the interest of an entity the foreign entity has acquired”; Other listed activity: “effecting a sale through an independent contractor”; Other listed activity: “creating, as borrower or lender, or acquiring indebtedness or a mortgage or other security interest in real or personal property”; Other listed activity: “securing or collecting a debt due the entity or enforcing a right in property that secures a debt due the entity”; Interstate commerce: “transacting business in interstate commerce”; Isolated transaction: “conducting an isolated transaction that: (A) is completed within a period of 30 days; and (B) is not in the course of a number of repeated, similar transactions” (qualifier: is completed within a period of 30 days; and is not in the course of a number of repeated, similar transactions); Other listed activity: “exercising a power of executor or administrator of the estate of a nonresident decedent under ancillary letters issued by a court of this state” (qualifier: in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right); Other listed activity: “exercising a power of a trustee under the will of a nonresident decedent, or under a trust created by one or more nonresidents of this state, or by one or more foreign entities” (qualifier: in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right); Other listed activity: “(A) acquiring the debt in a transaction outside this state or in interstate commerce; (B) collecting or adjusting a principal or interest payment on the debt; (C) enforcing or adjusting a right or property securing the debt; (D) taking an action necessary to preserve and protect the interest of the mortgagee in the security; or (E) engaging in any combination of transactions described by this subdivision” (qualifier: regarding a debt secured by a mortgage or lien on real or personal property in this state); Other listed activity: “investing in or acquiring, in a transaction outside of this state, a royalty or other nonoperating mineral interest”; Other listed activity: “executing a division order, contract of sale, or other instrument incidental to ownership of a nonoperating mineral interest”; Property without more: “owning, without more, real or personal property in this state”; Other listed activity: “acting as a governing person of a domestic or foreign entity that is registered to transact business in this state”. Non-exhaustive clause: “The list provided by Section 9.251 is not exclusive of activities that do not constitute transacting business in this state for the purposes of this code.” Pinpoint: Tex. Bus. Orgs. Code § 9.251(1)-(16), § 9.252; tcss.legis.texas.gov Title 1, Chapter 9, Subchapter F page, headings 'Sec. 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE.' and 'Sec. 9.252. OTHER ACTIVITIES.'.(source) | Sec. 9.251 lists 16 activities not transacting business for ch. 9 (litigation, internal affairs, bank accounts, a 30-day isolated transaction, interstate commerce, etc.); Sec. 9.252 says the list is not exclusive.Lead-in: “For purposes of this chapter, activities that do not constitute transaction of business in this state include:” Listed activities — Litigation: “maintaining or defending an action or suit or an administrative or arbitration proceeding, or effecting the settlement of: (A) such an action, suit, or proceeding; or (B) a claim or dispute to which the entity is a party”; Internal affairs: “holding a meeting of the entity's managerial officials, owners, or members or carrying on another activity concerning the entity's internal affairs”; Bank accounts: “maintaining a bank account”; Other listed activity: “maintaining an office or agency for: (A) transferring, exchanging, or registering securities the entity issues; or (B) appointing or maintaining a trustee or depositary related to the entity's securities”; Entity interests: “voting the interest of an entity the foreign entity has acquired”; Other listed activity: “effecting a sale through an independent contractor”; Other listed activity: “creating, as borrower or lender, or acquiring indebtedness or a mortgage or other security interest in real or personal property”; Other listed activity: “securing or collecting a debt due the entity or enforcing a right in property that secures a debt due the entity”; Interstate commerce: “transacting business in interstate commerce”; Isolated transaction: “conducting an isolated transaction that: (A) is completed within a period of 30 days; and (B) is not in the course of a number of repeated, similar transactions” (qualifier: is completed within a period of 30 days; and is not in the course of a number of repeated, similar transactions); Other listed activity: “exercising a power of executor or administrator of the estate of a nonresident decedent under ancillary letters issued by a court of this state” (qualifier: in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right); Other listed activity: “exercising a power of a trustee under the will of a nonresident decedent, or under a trust created by one or more nonresidents of this state, or by one or more foreign entities” (qualifier: in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right); Other listed activity: “(A) acquiring the debt in a transaction outside this state or in interstate commerce; (B) collecting or adjusting a principal or interest payment on the debt; (C) enforcing or adjusting a right or property securing the debt; (D) taking an action necessary to preserve and protect the interest of the mortgagee in the security; or (E) engaging in any combination of transactions described by this subdivision” (qualifier: regarding a debt secured by a mortgage or lien on real or personal property in this state); Other listed activity: “investing in or acquiring, in a transaction outside of this state, a royalty or other nonoperating mineral interest”; Other listed activity: “executing a division order, contract of sale, or other instrument incidental to ownership of a nonoperating mineral interest”; Property without more: “owning, without more, real or personal property in this state”; Other listed activity: “acting as a governing person of a domestic or foreign entity that is registered to transact business in this state”. Non-exhaustive clause: “The list provided by Section 9.251 is not exclusive of activities that do not constitute transacting business in this state for the purposes of this code.” Pinpoint: Tex. Bus. Orgs. Code § 9.251(1)-(16), § 9.252; tcss.legis.texas.gov Title 1, Chapter 9, Subchapter F page, headings 'Sec. 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE.' and 'Sec. 9.252. OTHER ACTIVITIES.'.(source) |
| UTchecked 2026-10-02 | Utah's unified foreign-entity chapter lists 14 safe-harbor activities for a foreign limited liability company, e.g. litigation, internal affairs, bank accounts, isolated transactions, owning real property, and interstate commerce.Lead-in: “The following activities of a filing foreign entity do not constitute doing business in this state: maintaining, defending, mediating, arbitrating, or settling an action or proceeding; carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors; maintaining an account in a financial institution; maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities; maintaining a trustee or a depository for the filing foreign entity's securities; selling through an independent contractor; soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract; creating or acquiring indebtedness, a mortgage, or a security interest in property; securing or collecting a debt; enforcing a mortgage or a security interest in a property; holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest; conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business; owning real property; and doing business that constitutes interstate commerce.” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors”; Bank accounts: “maintaining an account in a financial institution”; Other listed activity: “maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities”; Other listed activity: “maintaining a trustee or a depository for the filing foreign entity's securities”; Other listed activity: “selling through an independent contractor”; Other listed activity: “soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract”; Other listed activity: “creating or acquiring indebtedness, a mortgage, or a security interest in property”; Other listed activity: “securing or collecting a debt”; Other listed activity: “enforcing a mortgage or a security interest in a property”; Other listed activity: “holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest”; Isolated transaction: “conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business”; Property without more: “owning real property”; Interstate commerce: “doing business that constitutes interstate commerce”. Pinpoint: Utah Code § 16-1a-506(1)(a)-(n).(source) | Utah's unified foreign-entity chapter lists 14 safe-harbor activities for a foreign business corporation, e.g. litigation, internal affairs, bank accounts, isolated transactions, owning real property, and interstate commerce.Lead-in: “The following activities of a filing foreign entity do not constitute doing business in this state: maintaining, defending, mediating, arbitrating, or settling an action or proceeding; carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors; maintaining an account in a financial institution; maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities; maintaining a trustee or a depository for the filing foreign entity's securities; selling through an independent contractor; soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract; creating or acquiring indebtedness, a mortgage, or a security interest in property; securing or collecting a debt; enforcing a mortgage or a security interest in a property; holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest; conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business; owning real property; and doing business that constitutes interstate commerce.” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors”; Bank accounts: “maintaining an account in a financial institution”; Other listed activity: “maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities”; Other listed activity: “maintaining a trustee or a depository for the filing foreign entity's securities”; Other listed activity: “selling through an independent contractor”; Other listed activity: “soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract”; Other listed activity: “creating or acquiring indebtedness, a mortgage, or a security interest in property”; Other listed activity: “securing or collecting a debt”; Other listed activity: “enforcing a mortgage or a security interest in a property”; Other listed activity: “holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest”; Isolated transaction: “conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business”; Property without more: “owning real property”; Interstate commerce: “doing business that constitutes interstate commerce”. Pinpoint: Utah Code § 16-1a-506(1)(a)-(n).(source) | Utah's unified foreign-entity chapter lists 14 safe-harbor activities for a foreign limited partnership, e.g. litigation, internal affairs, bank accounts, isolated transactions, owning real property, and interstate commerce.Lead-in: “The following activities of a filing foreign entity do not constitute doing business in this state: maintaining, defending, mediating, arbitrating, or settling an action or proceeding; carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors; maintaining an account in a financial institution; maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities; maintaining a trustee or a depository for the filing foreign entity's securities; selling through an independent contractor; soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract; creating or acquiring indebtedness, a mortgage, or a security interest in property; securing or collecting a debt; enforcing a mortgage or a security interest in a property; holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest; conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business; owning real property; and doing business that constitutes interstate commerce.” Listed activities — Litigation: “maintaining, defending, mediating, arbitrating, or settling an action or proceeding”; Internal affairs: “carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors”; Bank accounts: “maintaining an account in a financial institution”; Other listed activity: “maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities”; Other listed activity: “maintaining a trustee or a depository for the filing foreign entity's securities”; Other listed activity: “selling through an independent contractor”; Other listed activity: “soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract”; Other listed activity: “creating or acquiring indebtedness, a mortgage, or a security interest in property”; Other listed activity: “securing or collecting a debt”; Other listed activity: “enforcing a mortgage or a security interest in a property”; Other listed activity: “holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest”; Isolated transaction: “conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business”; Property without more: “owning real property”; Interstate commerce: “doing business that constitutes interstate commerce”. Pinpoint: Utah Code § 16-1a-506(1)(a)-(n).(source) |
| VAchecked 2026-10-02 | Virginia lists 12 activities (litigation, internal affairs, bank accounts, isolated transactions under 30 days, owning property, and others) a foreign LLC may do without transacting business; the list is non-exhaustive.Lead-in, which is the non-exhaustive clause: “The list of activities in subsection A of this section is not exhaustive.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding”; Internal affairs: “Holding meetings of its members or carrying on any other activities concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts”; Other listed activity: “Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature” (qualifier: completed within 30 days and that is not one in the course of repeated transactions of a like nature); Other listed activity: “For a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution” (qualifier: for a period of less than 90 consecutive days); Entity interests: “Serving, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth”. Pinpoint: § 13.1-1059(C).(source) | Virginia lists 13 activities (litigation, internal affairs, bank accounts, isolated transactions, owning property, interstate commerce, and others) a foreign corporation may do without transacting business; non-exhaustive.Lead-in, which is the non-exhaustive clause: “The list of activities in subsection B is not exhaustive.” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “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”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, by any means, if the orders require acceptance outside the Commonwealth before they become contracts”; Other listed activity: “Creating or acquiring indebtedness, deeds of trust, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing deeds of trust or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired”; Property without more: “Owning, protecting, and maintaining property”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 consecutive days and that is not one in the course of similar transactions” (qualifier: completed within 30 consecutive days and that is not one in the course of similar transactions); Other listed activity: “For a period of less than 90 consecutive days, producing, directing, filming, crewing, or acting in motion picture feature films, television series, or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing, and distribution” (qualifier: for a period of less than 90 consecutive days); Entity interests: “Serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth”; Interstate commerce: “Transacting business in interstate commerce”. Pinpoint: § 13.1-757(C).(source) | Virginia lists 12 activities (litigation, internal affairs, bank accounts, isolated transactions under 30 days, owning property, and others) a foreign LP may do without transacting business; non-exhaustive.Lead-in, which is the non-exhaustive clause: “The list of activities in subsection A of this section is not exhaustive.” Listed activities — Litigation: “Maintaining, defending, or settling any proceeding”; Internal affairs: “Holding meetings of its partners or carrying on any other activities concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the partnership's securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts”; Other listed activity: “Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts”; Property without more: “Owning, without more, personal property”; Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Other listed activity: “For a period of less than ninety consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films which are sent outside of the Commonwealth for processing, editing, marketing and distribution” (qualifier: for a period of less than ninety consecutive days); Entity interests: “Serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership which does not otherwise transact business in this Commonwealth”. Pinpoint: § 50-73.61(C).(source) |
| VTchecked 2026-10-02 | 11 V.S.A. § 4113(c) lists 11 activities that do not constitute transacting business for a foreign LLC's certificate-of-authority requirement.Lead-in, which is the non-exhaustive clause: “Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a foreign limited liability company is required to obtain a certificate of authority under subsection (a) of this section:” Listed activities — Litigation: “maintaining, defending, or settling any proceeding”; Internal affairs: “holding meetings of its members or managers or carrying on any other activity concerning its internal affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the foreign company’s own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “soliciting or obtaining orders, whether by mail or electronic means, or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, or security interests in real or personal property”; Other listed activity: “securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired”; Property without more: “owning real or personal property”; Isolated transaction: “conducting an isolated transaction that is not one in the course of repeated transactions of a like nature”; Interstate commerce: “transacting business in interstate commerce”. Pinpoint: 11 V.S.A. § 4113(c).(source) | 11A V.S.A. § 15.01(c) lists 12 activities that do not constitute transacting business for a foreign corporation's certificate-of-authority requirement.Lead-in, which is the non-exhaustive clause: “Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a corporation is required to obtain a certificate of authority under subsection (a) of this section:” Listed activities — Litigation: “maintaining, defending, or settling any proceeding”; Internal affairs: “holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “maintaining bank accounts”; Other listed activity: “maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this State before they become contracts); Other listed activity: “creating or acquiring indebtedness, mortgages, and security interests in real or personal property”; Other listed activity: “without limiting the generality of the other provisions of this section, making, purchasing, and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this State”; Other listed activity: “securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “owning real or personal property”; Isolated transaction: “conducting an isolated transaction that is not one in the course of repeated transactions of a like nature”; Interstate commerce: “transacting business in interstate commerce”. Pinpoint: 11A V.S.A. § 15.01(c).(source) | No exclusion list located11 V.S.A. §§ 3481-3488 (Subchapter 009, Foreign Limited Partnerships) has no “activities not constituting transacting business” list, after a full-text search of the subchapter. Pinpoint: 11 V.S.A. §§ 3481-3488 (Subchapter 009, full text searched).(source) |
| WAchecked 2026-10-02 | RCW 23.95.520(1) lists 13 activities (plus subsection (3), interest-holder status alone) that a foreign limited liability company may do without being treated as doing business, and says the list is nonexhaustive.Lead-in, which is the non-exhaustive clause: “Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation” (qualifier: if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature” (qualifier: completed within thirty days and that is not in the course of repeated transactions of a like nature); Property without more: “Owning, without more, property”; Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section”; Other listed activity: “Employing a remote worker who resides in Washington state”; Entity interests: “A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state”. Pinpoint: RCW 23.95.520(1)(a)-(m), (3).(source) | RCW 23.95.520(1) lists 13 activities (plus subsection (3), interest-holder status alone) that a foreign corporation may do without being treated as doing business, and says the list is nonexhaustive.Lead-in, which is the non-exhaustive clause: “Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation” (qualifier: if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature” (qualifier: completed within thirty days and that is not in the course of repeated transactions of a like nature); Property without more: “Owning, without more, property”; Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section”; Other listed activity: “Employing a remote worker who resides in Washington state”; Entity interests: “A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state”. Pinpoint: RCW 23.95.520(1)(a)-(m), (3).(source) | RCW 23.95.520(1) lists 13 activities (plus subsection (3), interest-holder status alone) that a foreign limited partnership may do without being treated as doing business, and says the list is nonexhaustive.Lead-in, which is the non-exhaustive clause: “Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors”; Bank accounts: “Maintaining accounts in financial institutions”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation” (qualifier: if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature” (qualifier: completed within thirty days and that is not in the course of repeated transactions of a like nature); Property without more: “Owning, without more, property”; Interstate commerce: “Doing business in interstate commerce”; Other listed activity: “Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section”; Other listed activity: “Employing a remote worker who resides in Washington state”; Entity interests: “A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state”. Pinpoint: RCW 23.95.520(1)(a)-(m), (3).(source) |
| WIchecked 2026-10-02 | Wisconsin's LLC act lists activities an unregistered foreign LLC may do without it counting as doing business: litigation, internal affairs, bank accounts, isolated transactions, owning property alone, and interstate commerce.Lead-in, which is the non-exhaustive clause: “Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include all of the following:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the company or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions.” (qualifier: not in the course of similar transactions (no day-count limit stated)); Property without more: “Owning, without more, property.”; Interstate commerce: “Doing business in interstate commerce.”. Pinpoint: Wis. Stat. s. 183.0905(1).(source) | Wisconsin's corporation act lists activities, not exclusive, a foreign corporation may do without it being transacting business: litigation, internal affairs, bank accounts, a 30-day isolated transaction, interstate commerce.Lead-in, which is the non-exhaustive clause: “Activities that for purposes of sub. (1) do not constitute transacting business in this state include but are not limited to:” Listed activities — Litigation: “Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.”; Bank accounts: “Maintaining bank accounts.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s securities or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “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.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Lending money or creating or acquiring indebtedness, mortgages and security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.”; Property without more: “Owning, without more, property.”; Isolated transaction: “Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.” (qualifier: completed within 30 days and not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce.”. Pinpoint: Wis. Stat. s. 180.1501(2).(source) | Wisconsin's LP act lists activities an unregistered foreign LP may do without it counting as doing business: litigation, internal affairs, bank accounts, isolated transactions, owning property alone, and interstate commerce.Lead-in, which is the non-exhaustive clause: “Activities of a foreign limited partnership which do not constitute doing business in this state under this subchapter include all of the following:” Listed activities — Litigation: “Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.”; Internal affairs: “Carrying on any activity concerning its internal affairs, including holding meetings of its partners.”; Bank accounts: “Maintaining accounts in financial institutions.”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositaries with respect to those securities.”; Other listed activity: “Selling through independent contractors.”; Other listed activity: “Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages, or security interests in property.”; Other listed activity: “Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.”; Isolated transaction: “Conducting an isolated transaction that is not in the course of similar transactions.” (qualifier: not in the course of similar transactions (no day-count limit stated)); Property without more: “Owning, without more, property.”; Interstate commerce: “Doing business in interstate commerce.”. Pinpoint: Wis. Stat. s. 179.1005(1).(source) |
| WVchecked 2026-10-03 | W.Va. lists 12 safe-harbor activities for a foreign LLC: litigation, internal affairs, bank accounts, securities work, contractor sales, solicitation, debt/security interests, a 30-day isolated transaction, interstate commerce, and 2 more.Lead-in: “Activities of a foreign limited liability company that do not constitute transacting business in this state within the meaning of this article include: (1) Maintaining, defending or settling an action or proceeding; (2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign company'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 this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages or security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; (10) Transacting business in interstate commerce; (11) Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign limited liability company in another state; and (12) Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia: Provided, That the foreign limited liability company does not produce goods, services or otherwise conduct business in the State of West Virginia.” Listed activities — Litigation: “Maintaining, defending or settling an action or proceeding”; Internal affairs: “Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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”; Other listed activity: “Creating or acquiring indebtedness, mortgages or security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired”; Isolated transaction: “Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner” (qualifier: completed within thirty days and is not one in the course of similar transactions of a like manner); Interstate commerce: “Transacting business in interstate commerce”; Other listed activity: “Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign limited liability company in another state”; Entity interests: “Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia” (qualifier: Provided, That the foreign limited liability company does not produce goods, services or otherwise conduct business in the State of West Virginia). Pinpoint: W. Va. Code 31B-10-1003(a).(source) | W.Va. lists 18 safe-harbor activities for a foreign corp: litigation, internal affairs, bank accounts, contractor sales, bare property ownership, a 30-day isolated transaction, interstate commerce, and more; expressly non-exhaustive.Lead-in: “The following activities, among others, do not constitute conducting affairs within the meaning of subsection (a) of this section: (1) Maintaining, defending or settling any 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) Selling through independent contractors; (5) 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; (6) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (7) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts: Provided, That this exemption does not include debts collected by collection agencies as defined in subdivision (b), section two, article sixteen, chapter forty-seven of this code; (8) Owning, without more, real or personal property; (9) 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; (10) Conducting affairs in interstate commerce; (11) Granting funds or other gifts; (12) Distributing information to its shareholders or members; (13) Effecting sales through independent contractors; (14) The acquisition by purchase of lands secured by mortgage or deeds; (15) Physical inspection and appraisal of property in West Virginia as security for deeds of trust, or mortgages and negotiations for the purchase of loans secured by property in West Virginia; (16) The management, rental, maintenance and sale or the operating, maintaining, renting or otherwise dealing with selling or disposing of property acquired under foreclosure sale or by agreement in lieu of foreclosure sale; (17) Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign corporation in another state; and (18) Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia: Provided, That the foreign corporation does not produce goods, services or otherwise conduct business in the State of West Virginia.” Listed activities — Litigation: “Maintaining, defending or settling any proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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”; Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts” (qualifier: Provided, That this exemption does not include debts collected by collection agencies as defined in subdivision (b), section two, article sixteen, chapter forty-seven of this code); Property without more: “Owning, without more, real or personal property”; Isolated transaction: “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” (qualifier: completed within thirty days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Conducting affairs in interstate commerce”; Other listed activity: “Granting funds or other gifts”; Other listed activity: “Distributing information to its shareholders or members”; Other listed activity: “Effecting sales through independent contractors”; Other listed activity: “The acquisition by purchase of lands secured by mortgage or deeds”; Other listed activity: “Physical inspection and appraisal of property in West Virginia as security for deeds of trust, or mortgages and negotiations for the purchase of loans secured by property in West Virginia”; Other listed activity: “The management, rental, maintenance and sale or the operating, maintaining, renting or otherwise dealing with selling or disposing of property acquired under foreclosure sale or by agreement in lieu of foreclosure sale”; Other listed activity: “Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign corporation in another state”; Entity interests: “Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia” (qualifier: Provided, That the foreign corporation does not produce goods, services or otherwise conduct business in the State of West Virginia). Non-exhaustive clause: “The list of activities in subsection (b) of this section is not exhaustive.” Pinpoint: W. Va. Code 31D-15-1501(b).(source) | No exclusion list locatedW.Va.'s LP act (ch. 47, art. 9) has no list of activities that do not constitute transacting business for a foreign LP, unlike the parallel LLC (31B-10-1003) and corp (31D-15-1501(b)) provisions.(source) |
| WYchecked 2026-10-02 | Through W.S. 17-29-114, the W.S. 17-16-1501(b) list of 11 activities that do not constitute transacting business (stated as not exhaustive) and the 17-16-1501(d) organizer, manager or member exemption apply to foreign LLCs.Lead-in: “To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. […] The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:” Listed activities — Litigation: “Maintaining, defending or settling any […] proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce”; Other listed activity: “A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.” (qualifier: to undertake its duties in these capacities). Non-exhaustive clause: “The list of activities in subsection (b) of this section is not exhaustive.” Pinpoint: W.S. 17-29-114, Title 17 PDF p. 682; W.S. 17-16-1501(b)-(d), PDF pp. 364-365.(source) | W.S. 17-16-1501(b) lists 11 activities that do not constitute transacting business by a foreign corporation and says the list is not exhaustive; 17-16-1501(d) adds an organizer, manager or member exemption.Lead-in: “The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:” Listed activities — Litigation: “Maintaining, defending or settling any […] proceeding”; Internal affairs: “Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs”; Bank accounts: “Maintaining bank accounts”; Other listed activity: “Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities”; Other listed activity: “Selling through independent contractors”; Other listed activity: “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” (qualifier: if the orders require acceptance outside this state before they become contracts); Other listed activity: “Creating or acquiring indebtedness, mortgages and security interests in real or personal property”; Other listed activity: “Securing or collecting debts or enforcing mortgages and security interests in property securing the debts”; Property without more: “Owning, without more, real or personal property” (qualifier: without more); Isolated transaction: “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” (qualifier: completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature); Interstate commerce: “Transacting business in interstate commerce”; Other listed activity: “A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.” (qualifier: to undertake its duties in these capacities). Non-exhaustive clause: “The list of activities in subsection (b) of this section is not exhaustive.” Pinpoint: W.S. 17-16-1501(b)-(d), Title 17 PDF pp. 364-365.(source) | Wyoming's LP Act lists no excluded activities; W.S. 17-16-1501(d), which names foreign limited partnerships, says one acting as organizer, manager or member of a company need not obtain a certificate of authority for those duties.Lead-in: “A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.” Listed activities — Other listed activity: “A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.” (qualifier: to undertake its duties in these capacities) [entity naming: “foreign limited partnership”]. Pinpoint: W.S. 17-16-1501(d), Title 17 PDF p. 365; LP Act W.S. 17-14-101 through 17-14-1104, PDF pp. 176-209 (full-text search).(source) |
Field definitions
- LLC
- The activities listed as not transacting business, with the statute's own wording, in the state's limited liability company act.
- Corporation
- The activities listed as not transacting business, with the statute's own wording, in the state's business corporation act.
- Limited Partnership
- The activities listed as not transacting business, with the statute's own wording, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
Stated consequences of not registering
Each cell lists eight consequence types as stated or not stated in the captured sections (court access; cure or stay rule; fees, taxes, interest and penalties; civil penalty or fine; injunction or attorney-general remedy; effect on service of process; member or manager liability; and effect on validity or defenses), with the quote and pinpoint of each stated type (a quote that cannot be cited in the cell is replaced by a line saying it is not shown); a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | A foreign LLC conducting affairs in Alaska without registering may not sue until it registers, owes back fees or penalties, faces a civil penalty up to $10,000/year and an injunction; members/managers are not liable solely for the failure.Court access: stated — “A foreign limited liability company conducting affairs in this state may not maintain an action or other proceeding in a court of this state until it has registered in this state.” (AS 10.50.675(a)). Cure or stay rule: not stated in the captured sections (AS 10.50.675 read in full; no stay-of-proceeding provision located). Fees, taxes, interest and penalties: stated — “A foreign limited liability company that conducts affairs in this state without registration is liable to the department for the following fees and penalties for the full or partial years when it conducts affairs in this state without registration: (1) the fees that would have been imposed by this chapter on the company if the company had been registered under this chapter; or (2) the penalties imposed by this chapter.” (AS 10.50.690(1)-(2) (statute's own text joins the fee and penalty components with "or")). Civil penalty or fine: stated — “A foreign limited liability company that conducts affairs in this state without registration is subject to a civil penalty payable to the state not to exceed $10,000 for each calendar year, including a partial year, the company conducts affairs in this state without being registered under this chapter.” (AS 10.50.700(a) (flat per-year amount up to $10,000; no multi-year cap stated)). Injunction or attorney-general remedy: stated — “Upon application to the court, if a court finds that a foreign limited liability company has conducted affairs in this state in violation of this chapter, the court may issue, in addition to imposing a civil penalty, an injunction restraining the company from conducting further affairs in this state and from further exercising the company's rights and privileges in this state.” (AS 10.50.710(a); the civil penalty itself is recovered by the attorney general in superior court under AS 10.50.700(b)). Effect on service of process: stated — “When a foreign limited liability company that is registered under this chapter, or that conducts affairs in this state without being registered under this chapter, fails to appoint or maintain a registered agent in this state, when a registered agent cannot with reasonable diligence be found at the registered office, or when the registration of a foreign company is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served.” (AS 10.50.645, triggered by "conducts affairs in this state without being registered under this chapter"). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts and obligations of the company solely because the company conducts affairs in this state without registration.” (AS 10.50.715). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this state does not (1) impair the validity of a contract or act of the company; (2) affect the right of another party to a contract of the company to maintain an action or proceeding on the contract; or (3) prevent the company from defending an action or other proceeding in a court of this state.” (AS 10.50.675(b)(1)-(3)). Pinpoint: AS 10.50.675, 10.50.690, 10.50.700, akleg.gov print view (no pagination).(source) | A foreign corporation without a certificate of authority may not sue in Alaska courts until it obtains one, owes back fees, taxes and penalties up to $10,000 per year, and the attorney general may sue to recover amounts due.Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state until it obtains a certificate of authority. A successor or assignee of a foreign corporation transacting business without a certificate of authority may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising out of the transaction of business by the corporation in this state until a certificate of authority is obtained by the corporation or by a corporation that has acquired all or substanially all of its assets.” (AS 10.06.713). Cure or stay rule: not stated in the captured sections (AS 10.06.713 read in full; no stay-of-proceeding provision located). Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in the state without a certificate of authority is liable to this state, for the years or portions of years during which it transacts business in the state without a certificate of authority, in an amount equal to all fees and corporation taxes that would have been imposed by this chapter on the corporation if it had applied for and received a certificate of authority to transact business in this state as required by this chapter and filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and corporation taxes” (AS 10.06.710, first sentence). Civil penalty or fine: stated — “plus a penalty of up to $10,000 per calendar year or portion of a calendar year for each year it transacts business in this state without a certificate of authority” (AS 10.06.710, first sentence (flat per-year amount up to $10,000; no multi-year cap stated)). Injunction or attorney-general remedy: stated — “The attorney general shall bring proceedings to recover amounts due the state under this section.” (AS 10.06.710, second sentence). Effect on service of process: stated — “When a foreign corporation authorized to transact business in this state, or not authorized to transact business in this state but doing so, fails to appoint or maintain a registered agent in this state, or when a registered agent cannot with reasonable diligence be found at the registered office, or when the certificate of authority of a foreign corporation is suspended or revoked, the commissioner is an agent upon whom process, notice, or demand may be served.” (AS 10.06.765, triggered by "not authorized to transact business in this state but doing so"). Member or manager liability: not stated in the captured sections (AS 10.06.705-10.06.788 read in full). Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action, suit, or proceeding in a court of this state.” (AS 10.06.715). Pinpoint: AS 10.06.710, 10.06.713, akleg.gov print view (no pagination).(source) | A foreign LP transacting business in Alaska without registering may not sue until registered; the department may restrain it; it is deemed to appoint the commissioner for service; a limited partner is not liable as general partner for it.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state.” (AS 32.11.470(a)). Cure or stay rule: not stated in the captured sections (AS 32.11.470 read in full; no stay-of-proceeding provision located). Fees, taxes, interest and penalties: not stated in the captured sections (AS 32.11.410-32.11.480 read in full; no fee- or tax-liability provision for transacting business without registration). Civil penalty or fine: not stated in the captured sections (AS 32.11.410-32.11.480 read in full; no civil penalty or fine provision located). Injunction or attorney-general remedy: stated — “The department may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of AS 32.11.410” (AS 32.11.480 (department, not attorney general, brings the restraining action; citation range continues to AS 32.11.480)). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the commissioner as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.” (AS 32.11.470(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (AS 32.11.470(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action, suit, or proceeding in a court of this state.” (AS 32.11.470(b)). Pinpoint: AS 32.11.470, akleg.gov print view (no pagination).(source) |
| ALchecked 2026-10-02 | An unregistered foreign LLC may not sue in Alabama until registered (contract/defense validity unaffected), owes an escalating late filing fee past 90 days, is deemed to appoint the Secretary of State for service, and may be AG-enjoined.Court access: stated — “(a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (Ala. Code § 10A-1-7.21(a)). Cure or stay rule: stated — “shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04” (Ala. Code § 10A-1-7.22(a)). Fees, taxes, interest and penalties: stated — “The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee.” (Ala. Code § 10A-1-7.23). Civil penalty or fine: not stated in the captured sections (Ala. Code § 10A-1-7.23 (statute labels the amount a "late filing fee," not a civil penalty or fine)). Injunction or attorney-general remedy: stated — “(b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title.” (Ala. Code § 10A-1-7.22(b)). Effect on service of process: stated — “A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state.” (Ala. Code § 10A-1-7.22(a)). Member or manager liability: stated — “The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable.” (Ala. Code § 10A-1-7.22(a)). Effect on validity or defenses: stated — “(b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state.” (Ala. Code § 10A-1-7.21(b)). Pinpoint: Ala. Code § 10A-1-7.21(a); see also §§ 10A-1-7.22, 10A-1-7.23.(source) | An unregistered foreign corp. may not sue in Alabama until registered (contract/defense validity unaffected), owes an escalating late filing fee past 90 days, is deemed to appoint the Secretary of State for service, and may be AG-enjoined.Court access: stated — “(a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (Ala. Code § 10A-1-7.21(a)). Cure or stay rule: stated — “shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04” (Ala. Code § 10A-1-7.22(a)). Fees, taxes, interest and penalties: stated — “The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee.” (Ala. Code § 10A-1-7.23). Civil penalty or fine: not stated in the captured sections (Ala. Code § 10A-1-7.23 (statute labels the amount a "late filing fee," not a civil penalty or fine)). Injunction or attorney-general remedy: stated — “(b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title.” (Ala. Code § 10A-1-7.22(b)). Effect on service of process: stated — “A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state.” (Ala. Code § 10A-1-7.22(a)). Member or manager liability: stated — “The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable.” (Ala. Code § 10A-1-7.22(a)). Effect on validity or defenses: stated — “(b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state.” (Ala. Code § 10A-1-7.21(b)). Pinpoint: Ala. Code § 10A-1-7.21(a); see also §§ 10A-1-7.22, 10A-1-7.23.(source) | An unregistered foreign LP may not sue in Alabama until registered (contract/defense validity unaffected), owes an escalating late filing fee past 90 days, is deemed to appoint the Secretary of State for service, and may be AG-enjoined.Court access: stated — “(a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (Ala. Code § 10A-1-7.21(a)). Cure or stay rule: stated — “shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04” (Ala. Code § 10A-1-7.22(a)). Fees, taxes, interest and penalties: stated — “The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee.” (Ala. Code § 10A-1-7.23). Civil penalty or fine: not stated in the captured sections (Ala. Code § 10A-1-7.23 (statute labels the amount a "late filing fee," not a civil penalty or fine)). Injunction or attorney-general remedy: stated — “(b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title.” (Ala. Code § 10A-1-7.22(b)). Effect on service of process: stated — “A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state.” (Ala. Code § 10A-1-7.22(a)). Member or manager liability: stated — “The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable.” (Ala. Code § 10A-1-7.22(a)). Effect on validity or defenses: stated — “(b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state.” (Ala. Code § 10A-1-7.21(b)). Pinpoint: Ala. Code § 10A-1-7.21(a); see also §§ 10A-1-7.22, 10A-1-7.23.(source) |
| ARchecked 2026-10-02 | An unregistered foreign LLC may not sue until it registers, owes back fees/penalties, faces a $5,000/year penalty, may be enjoined by the AG, may be served under § 4-20-113; contracts stay valid; members/managers stay unexposed.Court access: stated — “A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of this state until it has registered in this state.” (§ 4-38-913(a)). Cure or stay rule: not stated in the captured sections (§ 4-38-901 to 4-38-913 read in full; no court-stay-of-proceeding provision located (registering is what ends the bar -- see court access and the Cure rules table)). Fees, taxes, interest and penalties: stated — “A foreign limited liability company which transacts business in this state without registration shall be liable to the state for the years or parts thereof during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered and all penalties imposed by this chapter.” (§ 4-38-913(d)(1)). Civil penalty or fine: stated — “A foreign limited liability company which transacts business in this state without registration shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars ($5,000) for each twelve- month period or part thereof, beginning with the date it began transacting business in this state and ending on the date it becomes registered.” (§ 4-38-913(e)). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this chapter. […] Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in this state.” (§ 4-38-912; § 4-38-913(f)(2)). Effect on service of process: stated — “A foreign limited liability company transacting business in this state without registration may be served with process under § 4-20-113 if the foreign limited liability company: (1) fails to appoint an agent for service of process under § 4- 20-112;” (§ 4-38-913(c)(1)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without registration.” (§ 4-38-913(g)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this state does not: (1) […] impair the validity of any contract or act of the foreign […] limited liability company; (2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or […] (3) prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.” (§ 4-38-913(b)(1)-(3)). Pinpoint: Ark. Code Ann. § 4-38-913(a); Acts 2021, No. 1041, §26, heading '4-38-913. Transaction of business without registration.'.(source) | An unregistered foreign corp may not sue until it qualifies (court may stay instead); acts stay valid; it faces a $100-$5,000 penalty the SoS may sue to recover; no back-fee, injunction, service, or shareholder-liability clause.Court access: stated — “A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority.” (§ 4-27-1502(A)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (§ 4-27-1502(C)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 4-27-1502 read in full (orig. § 64-1502.A-E); the only monetary consequence is the civil penalty in (D), calculated by Secretary of State discretion (size/assets/business volume), not a liability for unpaid fees or franchise taxes it would have owed had it registered). Civil penalty or fine: stated — “A foreign corporation is liable for a civil penalty of not more than $5,000.00 and not less than $100.00 if it transacts business in this State without a certificate of authority. The Secretary of State shall promulgate regulations for the calculation of the appropriate penalty. In determining the appropriate penalty, the Secretary of State shall consider the size and assets of the corporation, the total amount of business transacted by the corporation within the State and such other circumstances as the Secretary of State determines appropriate. The Secretary of State may institute proceedings in Pulaski County Circuit Court to recover such penalty.” (§ 4-27-1502(D)). Injunction or attorney-general remedy: not stated in the captured sections (§ 4-27-1502 read in full, plus §§ 4-27-401 to 4-27-405 (corporate-name/ultra-vires injunction provisions) and the Act's judicial-dissolution remedies; no injunction or suit-to-enjoin tied to transacting business without a certificate of authority was located -- the Secretary of State's only stated remedy is the civil-penalty recovery action in (D)). Effect on service of process: not stated in the captured sections (§§ 64-1507 to 64-1511 (current §§ 4-27-1507 to 4-27-1511) read in full; the Secretary-of-State-as-agent mechanism in § 64-1511(B)(3) applies only on a foreign corporation's own withdrawal after having been authorized, and § 64-1510 governs service on already-authorized, revoked, or withdrawn corporations -- none is triggered by having transacted business without ever obtaining a certificate of authority). Member or manager liability: not stated in the captured sections (§ 4-27-1502 read in full (orig. § 64-1502.A-E); no provision states shareholders, directors or officers are or are not liable solely because the corporation transacted business without a certificate of authority). Effect on validity or defenses: stated — “Notwithstanding subsections (A) and (B), 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 this State.” (§ 4-27-1502(E)). Pinpoint: Ark. Code Ann. § 4-27-1502(A); Acts 1987, No. 958, heading '64-1502. Consequences of Transacting Business Without Authority.'.(source) | An unregistered foreign LP may not sue until it qualifies, keeps contracts valid and its defenses, appoints the SoS for service, may be restrained by the SoS; partners stay unexposed. No fee-liability or civil-penalty clause exists.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (§ 4-47-907(b)). Cure or stay rule: not stated in the captured sections (§ 4-47-901 to 4-47-908 read in full; no court-stay-of-proceeding provision located (obtaining a certificate of authority is what ends the bar -- see court access and the Cure rules table)). Fees, taxes, interest and penalties: not stated in the captured sections (§§ 4-47-901 to 908 read in full; no provision makes an unregistered foreign limited partnership liable for fees or taxes it would have owed had it obtained a certificate of authority). Civil penalty or fine: not stated in the captured sections (§§ 4-47-901 to 908 read in full, plus the chapter's fee schedule at § 4-47-1301; no civil penalty or fine for transacting business without a certificate of authority was located (a $300 civil penalty elsewhere in this bill amends a different, unrelated fictitious-name statute, not this chapter's foreign-qualification provisions)). Injunction or attorney-general remedy: stated — “The Secretary of State may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter.” (§ 4-47-908). Effect on service of process: stated — “If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State.” (§ 4-47-907(e)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this State without a certificate of authority.” (§ 4-47-907(d)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.” (§ 4-47-907(c)). Pinpoint: Ark. Code Ann. § 4-47-907(b); Acts 2007, No. 15, heading '4-47-907. Cancellation of Certificate of Authority — Effect of Failure to have Certificate.'.(source) |
| AZchecked 2026-10-02 | A.R.S. § 29-3902 bars an unregistered foreign LLC/series from suing until registered, preserves contract validity/defenses and member-manager liability limits; § 29-3912 lets the AG enjoin it. No fee/tax/penalty is stated.Court access: stated — “A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state.” (§ 29-3902(B)). Cure or stay rule: stated — “unless the foreign limited liability company or foreign series is registered to do business in this state” (§ 29-3902(B)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 29-3902(A)-(E) and § 29-3912 read in full; no fee, tax or interest liability stated for an unregistered foreign LLC or foreign series). Civil penalty or fine: not stated in the captured sections (§ 29-3902(A)-(E) and § 29-3912 read in full; no dollar penalty or fine stated). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited liability company or foreign series from doing business in this state in violation of this article.” (§ 29-3912). Effect on service of process: not stated in the captured sections (§ 29-3902(A)-(E) and § 29-3912 read in full; no clause deems the commission or secretary of state agent for service of an unregistered foreign LLC or foreign series because it did business unregistered (contrast § 29-3908(B), 29-3911(B), which govern service after a company that WAS registered withdraws)). Member or manager liability: stated — “A limitation on the liability of a member or manager of a foreign limited liability company or foreign series is not waived solely because the foreign company or foreign series does business in this state without registering to do business in this state.” (§ 29-3902(D)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company or a foreign series to register to do business in this state does not impair the validity of a contract or act of the foreign company or foreign series or preclude it from defending an action or proceeding in this state.” (§ 29-3902(C)). Pinpoint: A.R.S. § 29-3902(A)-(E); azleg.gov section page headed '29-3902 - Registration to do business in this state'.(source) | A.R.S. § 10-1502 bars an unauthorized foreign corp from suing until authorized (a court may stay instead), makes it liable for unpaid fees plus up to a $1,000 penalty, preserves validity/defenses, and lets the AG/any person enjoin it.Court access: stated — “A foreign corporation transacting business in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business. […] The successor to a foreign corporation that transacted business in this state without a grant of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains authority to transact business.” (§ 10-1502(A), (B)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until it determines whether the foreign corporation, its successor or its assignee requires authority to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains authority to transact business in this state.” (§ 10-1502(C)). Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in this state without authority is liable to this state, for the years or portions of years during which it transacted business in this state without authority, in an amount equal to all fees that would have been imposed by chapters 1 through 17 of this title on the corporation if it had duly applied for and received authority to transact business in this state as required by chapters 1 through 17 of this title and thereafter filed all reports required by chapters 1 through 17 of this title. In addition to all penalties imposed by chapters 1 through 17 of this title for failure to pay the fees, the corporation shall pay a penalty of up to one thousand dollars to this state for violating this section.” (§ 10-1502(D)). Civil penalty or fine: stated — “the corporation shall pay a penalty of up to one thousand dollars to this state for violating this section” (§ 10-1502(D)). Injunction or attorney-general remedy: stated — “The attorney general or any other person may bring and maintain an action to enjoin any foreign corporation from transacting business in this state without authority. On a foreign corporation obtaining authority, the action shall be dismissed, but the plaintiff shall recover its costs and reasonable attorney fees.” (§ 10-1502(F)). Effect on service of process: not stated in the captured sections (§ 10-1502(A)-(F) read in full; § 10-1510(B) makes the commission agent for service of a foreign corporation, but that trigger is failure to appoint or maintain a statutory agent, not transacting business without authority, so it does not support this leaf). Member or manager liability: not stated in the captured sections (§ 10-1502(A)-(F) read in full; no subsection addresses shareholder, director or officer liability for the corporation's transacting business without authority). Effect on validity or defenses: stated — “Notwithstanding subsections A and B, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceedings in this state.” (§ 10-1502(E)). Pinpoint: A.R.S. § 10-1502(A)-(F); azleg.gov section page headed '10-1502 - Consequences of transacting business without authority; penalty'.(source) | A.R.S. § 29-354 bars an unregistered foreign LP from suing until registered, preserves contract validity/defenses and limited-partner liability, and deems the secretary of state its agent for service; § 29-355 lets the AG restrain it.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.” (§ 29-354(A)). Cure or stay rule: stated — “until it has registered in this state” (§ 29-354(A)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 29-354(A)-(E) and § 29-355 read in full; no fee, tax or interest liability stated for an unregistered foreign limited partnership). Civil penalty or fine: not stated in the captured sections (§ 29-354(A)-(E) and § 29-355 read in full; no dollar penalty or fine stated). Injunction or attorney-general remedy: stated — “The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (§ 29-355). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.” (§ 29-354(D)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (§ 29-354(C)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.” (§ 29-354(B)). Pinpoint: A.R.S. § 29-354(A)-(E); azleg.gov section page headed '29-354 - Transaction of business without registration'.(source) |
| CAchecked 2026-10-02 | Sec. 17708.07 bars an unregistered, transacting foreign LLC from maintaining a court action, appoints the Secretary of State as service agent, shields members/managers from liability, and lets the Attorney General sue to enjoin it.Court access: stated — “A foreign limited liability company transacting intrastate business in this state shall not maintain an action or proceeding in this state unless it has a certificate of registration to transact intrastate business in this state.” (Section 17708.07(a)). Cure or stay rule: stated — “A foreign limited liability company transacting intrastate business in this state shall not maintain an action or proceeding in this state unless it has a certificate of registration to transact intrastate business in this state.” (Section 17708.07(a)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting intrastate business in this state in violation of this title.” (Section 17708.09). Effect on service of process: stated — “If a foreign limited liability company transacts intrastate business in this state without a certificate of registration or cancels its certificate of registration, it shall be deemed to have appointed the Secretary of State as its agent for service of process for rights of action arising out of the transaction of intrastate business in this state.” (Section 17708.07(d)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the foreign limited liability company solely because the foreign limited liability company transacted intrastate business in this state without a certificate of registration.” (Section 17708.07(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of registration to transact intrastate business in this state does not prevent the foreign limited liability company from defending an action or proceeding in this state.” (Section 17708.07(b)). Pinpoint: Corp. Code Section 17708.07; leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 8 page, heading '17708.07.'.(source) | Sec. 2203(c) bars an unqualified, transacting foreign corporation from maintaining a court action until it qualifies, pays fees and a $250 penalty, and pays back taxes; (a) also imposes a $20-per-day penalty for transacting unqualified.Court access: stated — “A foreign corporation subject to the provisions of Chapter 21 (commencing with Section 2100) which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof and has paid to the Secretary of State a penalty of two hundred fifty dollars ($250) in addition to the fees due for filing the statement and designation required by Section 2105 and has filed with the clerk of the court in which the action is pending receipts showing the payment of the fees and penalty and all franchise taxes and any other taxes on business or property in this state that should have been paid for the period during which it transacted intrastate business.” (Section 2203(c)). Cure or stay rule: stated — “A foreign corporation subject to the provisions of Chapter 21 (commencing with Section 2100) which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof and has paid to the Secretary of State a penalty of two hundred fifty dollars ($250) in addition to the fees due for filing the statement and designation required by Section 2105 and has filed with the clerk of the court in which the action is pending receipts showing the payment of the fees and penalty and all franchise taxes and any other taxes on business or property in this state that should have been paid for the period during which it transacted intrastate business.” (Section 2203(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation subject to the provisions of Chapter 21 (commencing with Section 2100) which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof and has paid to the Secretary of State a penalty of two hundred fifty dollars ($250) in addition to the fees due for filing the statement and designation required by Section 2105 and has filed with the clerk of the court in which the action is pending receipts showing the payment of the fees and penalty and all franchise taxes and any other taxes on business or property in this state that should have been paid for the period during which it transacted intrastate business.” (Section 2203(c)). Civil penalty or fine: stated — “Any foreign corporation which transacts intrastate business and which does not hold a valid certificate from the Secretary of State may be subject to a penalty of twenty dollars ($20) for each day that unauthorized intrastate business is transacted” (Section 2203(a)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: not stated in the captured sections. Pinpoint: Corp. Code Section 2203(a), (c); leginfo.legislature.ca.gov Corporations Code, TITLE 1, DIVISION 1, CHAPTER 22 (Crimes and Penalties) page, heading '2203.'.(source) | Sec. 15909.07 bars an unregistered, transacting foreign limited partnership from maintaining a court action, imposes a $20-per-day penalty capped at $10,000, and appoints the Secretary of State as its service agent.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of registration to transact business in this state.” (Section 15909.07(b)). Cure or stay rule: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of registration to transact business in this state.” (Section 15909.07(b)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Any foreign limited partnership that transacts intrastate business in this state without registration is subject to a penalty of twenty dollars ($20) for each day that the unauthorized intrastate business is transacted, up to a maximum of ten thousand dollars ($10,000).” (Section 15909.07(c)). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (Section 15909.08). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of registration or cancels its certificate of registration, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state.” (Section 15909.07(f)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of registration.” (Section 15909.07(e)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of registration to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” (Section 15909.07(d)). Pinpoint: Corp. Code Section 15909.07; leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5, ARTICLE 9 page, heading '15909.07.'.(source) |
| COchecked 2026-10-02 | C.R.S. § 7-90-802 bars debt-collection court access, allows a stay, keeps contracts valid, and imposes a back fee, $5,000 penalty cap, and AG injunction power on a noncompliant foreign limited liability company.Court access: stated — “No foreign entity transacting business or conducting activities in this state without authority, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts until a statement of foreign entity authority for the foreign entity is filed in the records of the secretary of state.” (C.R.S. § 7-90-802(1)(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity until it determines whether the foreign entity should have a statement of foreign entity authority on file with the secretary of state. If the court determines that the foreign entity should have a statement of foreign entity authority on file with the secretary of state, the court may further stay the proceeding until there is a statement of foreign entity authority on file with the secretary of state with respect to the foreign entity. If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity.” (C.R.S. § 7-90-802(1)(b)). Fees, taxes, interest and penalties: stated — “A foreign entity that transacts business or conducts activities in this state without being authorized to do so shall be liable to this state in an amount equal to the fee as prescribed by the secretary of state from time to time, not to exceed one hundred dollars for each calendar year or part of a calendar year during which it transacted business or conducted activities in this state without being authorized to do so, plus all penalties imposed by this state pursuant to subsection (3) of this section for failure to pay such fees.” (C.R.S. § 7-90-802(2) (a back fee plus penalties; the statute does not separately call this a “tax”, and “interest” appears only in (4), the AG-recovery/injunction remedy, not here)). Civil penalty or fine: stated — “A foreign entity that transacts business or conducts activities in this state without having a statement of foreign entity authority on file in the records of the secretary of state shall be subject to a civil penalty, payable to this state, not to exceed five thousand dollars.” (C.R.S. § 7-90-802(3) (flat cap of $5,000; no per-day/month/year unit stated for this penalty)). Injunction or attorney-general remedy: stated — “The amounts due to this state under the provisions of subsection (2) of this section and the civil penalties set forth in subsection (3) of this section may be recovered in an action brought by the attorney general in the district court in and for the city and county of Denver. […] Upon a finding by the court that a foreign entity or any of its managers or agents on its behalf has transacted business or conducted activities in this state in violation of this part 8, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further transaction of business or conducting of activities by the foreign entity and the managers and agents, and the further exercise of any rights and privileges of an entity in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign entity has otherwise complied with this part 8.” (C.R.S. § 7-90-802(4)). Effect on service of process: not stated in the captured sections (C.R.S. §§ 7-90-801 to 7-90-813 read in full; the only service-related cross-reference is § 7-90-801(4), a savings clause preserving other service-of-process avenues regardless of registration status -- it is not a consequence expressly triggered by transacting business without registering). Member or manager liability: not stated in the captured sections (C.R.S. §§ 7-90-801 to 7-90-813 read in full; no provision stating members, managers, shareholders, directors or partners are or are not liable solely because of the entity's failure to register was located (case-law annotations under § 7-90-802 discuss this but are not statutory text)). Effect on validity or defenses: stated — “Notwithstanding subsection (1) of this section, the transaction of business or conducting of activities in this state by a foreign entity without having a statement of foreign entity authority on file in the records of the secretary of state does not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this state.” (C.R.S. § 7-90-802(5)). Pinpoint: C.R.S. § 7-90-802(2).(source) | C.R.S. § 7-90-802 bars debt-collection court access, allows a stay, keeps contracts valid, and imposes a back fee, $5,000 penalty cap, and AG injunction power on a noncompliant foreign corporation.Court access: stated — “No foreign entity transacting business or conducting activities in this state without authority, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts until a statement of foreign entity authority for the foreign entity is filed in the records of the secretary of state.” (C.R.S. § 7-90-802(1)(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity until it determines whether the foreign entity should have a statement of foreign entity authority on file with the secretary of state. If the court determines that the foreign entity should have a statement of foreign entity authority on file with the secretary of state, the court may further stay the proceeding until there is a statement of foreign entity authority on file with the secretary of state with respect to the foreign entity. If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity.” (C.R.S. § 7-90-802(1)(b)). Fees, taxes, interest and penalties: stated — “A foreign entity that transacts business or conducts activities in this state without being authorized to do so shall be liable to this state in an amount equal to the fee as prescribed by the secretary of state from time to time, not to exceed one hundred dollars for each calendar year or part of a calendar year during which it transacted business or conducted activities in this state without being authorized to do so, plus all penalties imposed by this state pursuant to subsection (3) of this section for failure to pay such fees.” (C.R.S. § 7-90-802(2) (a back fee plus penalties; the statute does not separately call this a “tax”, and “interest” appears only in (4), the AG-recovery/injunction remedy, not here)). Civil penalty or fine: stated — “A foreign entity that transacts business or conducts activities in this state without having a statement of foreign entity authority on file in the records of the secretary of state shall be subject to a civil penalty, payable to this state, not to exceed five thousand dollars.” (C.R.S. § 7-90-802(3) (flat cap of $5,000; no per-day/month/year unit stated for this penalty)). Injunction or attorney-general remedy: stated — “The amounts due to this state under the provisions of subsection (2) of this section and the civil penalties set forth in subsection (3) of this section may be recovered in an action brought by the attorney general in the district court in and for the city and county of Denver. […] Upon a finding by the court that a foreign entity or any of its managers or agents on its behalf has transacted business or conducted activities in this state in violation of this part 8, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further transaction of business or conducting of activities by the foreign entity and the managers and agents, and the further exercise of any rights and privileges of an entity in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign entity has otherwise complied with this part 8.” (C.R.S. § 7-90-802(4)). Effect on service of process: not stated in the captured sections (C.R.S. §§ 7-90-801 to 7-90-813 read in full; the only service-related cross-reference is § 7-90-801(4), a savings clause preserving other service-of-process avenues regardless of registration status -- it is not a consequence expressly triggered by transacting business without registering). Member or manager liability: not stated in the captured sections (C.R.S. §§ 7-90-801 to 7-90-813 read in full; no provision stating members, managers, shareholders, directors or partners are or are not liable solely because of the entity's failure to register was located (case-law annotations under § 7-90-802 discuss this but are not statutory text)). Effect on validity or defenses: stated — “Notwithstanding subsection (1) of this section, the transaction of business or conducting of activities in this state by a foreign entity without having a statement of foreign entity authority on file in the records of the secretary of state does not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this state.” (C.R.S. § 7-90-802(5)). Pinpoint: C.R.S. § 7-90-802(2).(source) | C.R.S. § 7-90-802 bars debt-collection court access, allows a stay, keeps contracts valid, and imposes a back fee, $5,000 penalty cap, and AG injunction power on a noncompliant foreign limited partnership.Court access: stated — “No foreign entity transacting business or conducting activities in this state without authority, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts until a statement of foreign entity authority for the foreign entity is filed in the records of the secretary of state.” (C.R.S. § 7-90-802(1)(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity until it determines whether the foreign entity should have a statement of foreign entity authority on file with the secretary of state. If the court determines that the foreign entity should have a statement of foreign entity authority on file with the secretary of state, the court may further stay the proceeding until there is a statement of foreign entity authority on file with the secretary of state with respect to the foreign entity. If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity.” (C.R.S. § 7-90-802(1)(b)). Fees, taxes, interest and penalties: stated — “A foreign entity that transacts business or conducts activities in this state without being authorized to do so shall be liable to this state in an amount equal to the fee as prescribed by the secretary of state from time to time, not to exceed one hundred dollars for each calendar year or part of a calendar year during which it transacted business or conducted activities in this state without being authorized to do so, plus all penalties imposed by this state pursuant to subsection (3) of this section for failure to pay such fees.” (C.R.S. § 7-90-802(2) (a back fee plus penalties; the statute does not separately call this a “tax”, and “interest” appears only in (4), the AG-recovery/injunction remedy, not here)). Civil penalty or fine: stated — “A foreign entity that transacts business or conducts activities in this state without having a statement of foreign entity authority on file in the records of the secretary of state shall be subject to a civil penalty, payable to this state, not to exceed five thousand dollars.” (C.R.S. § 7-90-802(3) (flat cap of $5,000; no per-day/month/year unit stated for this penalty)). Injunction or attorney-general remedy: stated — “The amounts due to this state under the provisions of subsection (2) of this section and the civil penalties set forth in subsection (3) of this section may be recovered in an action brought by the attorney general in the district court in and for the city and county of Denver. […] Upon a finding by the court that a foreign entity or any of its managers or agents on its behalf has transacted business or conducted activities in this state in violation of this part 8, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further transaction of business or conducting of activities by the foreign entity and the managers and agents, and the further exercise of any rights and privileges of an entity in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign entity has otherwise complied with this part 8.” (C.R.S. § 7-90-802(4)). Effect on service of process: not stated in the captured sections (C.R.S. §§ 7-90-801 to 7-90-813 read in full; the only service-related cross-reference is § 7-90-801(4), a savings clause preserving other service-of-process avenues regardless of registration status -- it is not a consequence expressly triggered by transacting business without registering). Member or manager liability: not stated in the captured sections (C.R.S. §§ 7-90-801 to 7-90-813 read in full; no provision stating members, managers, shareholders, directors or partners are or are not liable solely because of the entity's failure to register was located (case-law annotations under § 7-90-802 discuss this but are not statutory text)). Effect on validity or defenses: stated — “Notwithstanding subsection (1) of this section, the transaction of business or conducting of activities in this state by a foreign entity without having a statement of foreign entity authority on file in the records of the secretary of state does not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this state.” (C.R.S. § 7-90-802(5)). Pinpoint: C.R.S. § 7-90-802(2).(source) |
| CTchecked 2026-10-02 | An unregistered foreign LLC may not sue until registered, stays liable on its contracts, owes back fees/taxes/interest plus a $300/month penalty, and is deemed to appoint the Secretary of State for service (§ 34-275a).Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it is registered to transact business in this state.” (Conn. Gen. Stat. § 34-275a(b)). Cure or stay rule: not stated in the captured sections (Conn. Gen. Stat. § 34-275a(a)-(h) and § 34-275i read in full; no stay-of-proceeding provision is stated). Fees, taxes, interest and penalties: stated — “A foreign limited liability company which transacts business in this state without a valid foreign registration certificate shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited liability company had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes.” (Conn. Gen. Stat. § 34-275a(g)). Civil penalty or fine: stated — “A foreign limited liability company is further liable to this state, for each month or part thereof during which it transacted business in this state without a valid foreign registration certificate, in an amount equal to three hundred dollars, except that a foreign limited liability company which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. […] The civil penalty set forth in subsection (g) of this section may be recovered in an action brought by the Attorney General.” (Conn. Gen. Stat. § 34-275a(g), (h)). Injunction or attorney-general remedy: stated — “The civil penalty set forth in subsection (g) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of sections 34-275 to 34-275i, inclusive, the court shall, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any rights and privileges of a limited liability company in this state.” (Conn. Gen. Stat. § 34-275a(h)). Effect on service of process: stated — “A foreign limited liability company, by transacting business in this state without a foreign registration certificate, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state.” (Conn. Gen. Stat. § 34-275a(f)). Member or manager liability: stated — “A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to transact business in this state.” (Conn. Gen. Stat. § 34-275a(d)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register to transact business in this state does not impair the validity of a contract or act of the company, or preclude it from defending an action or proceeding in this state.” (Conn. Gen. Stat. § 34-275a(c)). Pinpoint: Conn. Gen. Stat. § 34-275a(a)-(h), heading 'Sec. 34-275a. Registration to transact business in this state.'.(source) | An unauthorized foreign corporation may not sue until authorized (a court may stay the case), stays liable on its contracts, owes back fees/taxes/interest plus a $300/month penalty; the AG may sue to collect and restrain it (§ 33-921).Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” (Conn. Gen. Stat. § 33-921(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (Conn. Gen. Stat. § 33-921(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to (1) all fees and taxes which would have been imposed by law upon such corporation had it duly applied for and received such certificate of authority to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes.” (Conn. Gen. Stat. § 33-921(d)). Civil penalty or fine: stated — “A foreign corporation is further liable to this state, for each month or part thereof during which it transacted business without a certificate of authority, in an amount equal to three hundred dollars, except that a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty.” (Conn. Gen. Stat. § 33-921(d) (monthly amount stated as a penalty; the statute does not separately use the words ‘civil penalty’ for this provision, unlike § 34-275a(h) for LLCs)). Injunction or attorney-general remedy: stated — “The Attorney General shall bring such action as he may deem necessary to recover any amounts due the state under the provisions of this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from transacting business in this state until such time as such fees and penalties have been paid.” (Conn. Gen. Stat. § 33-921(d), last sentence). Effect on service of process: not stated in the captured sections (Conn. Gen. Stat. § 33-921(a)-(e) read in full; the nearest related text, § 33-929(e) ('Every foreign corporation which transacts business in this state in violation of section 33-920 shall be subject to suit in this state upon any cause of action arising out of such business'), states amenability to suit, not an appointment of the Secretary of the State as agent for service). Member or manager liability: not stated in the captured sections (Conn. Gen. Stat. § 33-921(a)-(e) read in full). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b) of this section, 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 this state.” (Conn. Gen. Stat. § 33-921(e)). Pinpoint: Conn. Gen. Stat. § 33-921(a)-(e), heading 'Sec. 33-921. Consequences of transacting business without authority.'.(source) | An unregistered foreign LP may not sue until registered, stays liable on contracts, owes back fees/taxes/interest plus a $300/month penalty, appoints the Secretary of State for service, and the AG may restrain it (§ 34-38l, 34-38m).Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.” (Conn. Gen. Stat. § 34-38l(a)). Cure or stay rule: not stated in the captured sections (Conn. Gen. Stat. § 34-38l(a)-(e) read in full; no stay-of-proceeding provision is stated). Fees, taxes, interest and penalties: stated — “A foreign limited partnership which transacts business in this state without registering with the Secretary of the State as required by this chapter shall be liable to this state, for each year or part thereof during which it transacted business in this state without being registered with said secretary, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited partnership had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes.” (Conn. Gen. Stat. § 34-38l(e)). Civil penalty or fine: stated — “A foreign limited partnership is further liable to this state, for each month or part thereof during which it transacted business in this state without registering with the Secretary of the State, in an amount equal to three hundred dollars, except that a foreign limited partnership which has registered with said secretary not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty.” (Conn. Gen. Stat. § 34-38l(e) (monthly amount stated as a penalty; § 34-38l does not separately use the words ‘civil penalty’ for this provision)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 34-38f to 34-38l, inclusive.” (Conn. Gen. Stat. § 34-38m). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of the State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.” (Conn. Gen. Stat. § 34-38l(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (Conn. Gen. Stat. § 34-38l(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.” (Conn. Gen. Stat. § 34-38l(b)). Pinpoint: Conn. Gen. Stat. § 34-38l(a)-(e), heading 'Sec. 34-38l. Foreign limited partnerships, transaction of business without registration.'.(source) |
| DCchecked 2026-10-02 | Under D.C. Code § 29-105.02 an unregistered foreign limited liability company cannot sue until registered, keeps contract validity/defenses, owes back fees/penalties, risks a Mayor fine and AG injunction; no service-of-process rule found.Court access: stated — “A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.” (§ 29-105.02(b)). Cure or stay rule: stated — “unless it is registered to do business in the District” (§ 29-105.02(b)). Fees, taxes, interest and penalties: stated — “A foreign filing entity that does business in the District without being registered under § 29-105.03 shall be liable for all fees, penalties, and other charges for which the entity would have been liable if it had registered and had filed all reports required by this chapter for the period during which it did business in the District.” (§ 29-105.02(f)). Civil penalty or fine: stated — “The Mayor, pursuant to rules adopted in accordance with subchapter I of Chapter 5 of Title 2, may impose civil fines and penalties pursuant to Chapter 18 of Title 2, on any person who: […] (4) If a foreign filing entity, does business in the District of Columbia: (A) Without having obtained a certificate of registration under § 29-105.02; or (B) After its certificate of registration has been terminated under § 29-105.11” (§ 29-101.06(a), (a)(4)(A)-(B)). Injunction or attorney-general remedy: stated — “The Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in the District in violation of this title.” (§ 29-105.12). Effect on service of process: not stated in the captured sections (§§ 29-105.01-29-105.12 read in full, plus § 29-104.12 (the chapter's general service-of-process section): no provision makes doing business without registering itself an appointment of an agent for service; § 29-104.12(d)'s Mayor-as-agent fallback is triggered by failure to designate/maintain a registered agent, a different trigger not cross-referenced from § 29-105.02). Member or manager liability: stated — “The liability of an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership shall be governed by the laws of its jurisdiction of formation. Any limitation on that liability shall be not waived shall [sic] solely because the foreign filing entity or foreign limited liability partnership does business in the District without registering.” (§ 29-105.02(d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity or foreign limited liability partnership to register to do business in the District shall not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in the District.” (§ 29-105.02(c)). Pinpoint: D.C. Code § 29-105.02(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) | Under D.C. Code § 29-105.02 an unregistered foreign corporation cannot sue until registered, keeps contract validity/defenses, owes back fees/penalties, risks a Mayor fine and AG injunction; no service-of-process rule found.Court access: stated — “A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.” (§ 29-105.02(b)). Cure or stay rule: stated — “unless it is registered to do business in the District” (§ 29-105.02(b)). Fees, taxes, interest and penalties: stated — “A foreign filing entity that does business in the District without being registered under § 29-105.03 shall be liable for all fees, penalties, and other charges for which the entity would have been liable if it had registered and had filed all reports required by this chapter for the period during which it did business in the District.” (§ 29-105.02(f)). Civil penalty or fine: stated — “The Mayor, pursuant to rules adopted in accordance with subchapter I of Chapter 5 of Title 2, may impose civil fines and penalties pursuant to Chapter 18 of Title 2, on any person who: […] (4) If a foreign filing entity, does business in the District of Columbia: (A) Without having obtained a certificate of registration under § 29-105.02; or (B) After its certificate of registration has been terminated under § 29-105.11” (§ 29-101.06(a), (a)(4)(A)-(B)). Injunction or attorney-general remedy: stated — “The Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in the District in violation of this title.” (§ 29-105.12). Effect on service of process: not stated in the captured sections (§§ 29-105.01-29-105.12 read in full, plus § 29-104.12 (the chapter's general service-of-process section): no provision makes doing business without registering itself an appointment of an agent for service; § 29-104.12(d)'s Mayor-as-agent fallback is triggered by failure to designate/maintain a registered agent, a different trigger not cross-referenced from § 29-105.02). Member or manager liability: stated — “The liability of an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership shall be governed by the laws of its jurisdiction of formation. Any limitation on that liability shall be not waived shall [sic] solely because the foreign filing entity or foreign limited liability partnership does business in the District without registering.” (§ 29-105.02(d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity or foreign limited liability partnership to register to do business in the District shall not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in the District.” (§ 29-105.02(c)). Pinpoint: D.C. Code § 29-105.02(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) | Under D.C. Code § 29-105.02 an unregistered foreign limited partnership cannot sue until registered, keeps contract validity/defenses, owes back fees/penalties, risks a Mayor fine and AG injunction; no service-of-process rule found.Court access: stated — “A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.” (§ 29-105.02(b)). Cure or stay rule: stated — “unless it is registered to do business in the District” (§ 29-105.02(b)). Fees, taxes, interest and penalties: stated — “A foreign filing entity that does business in the District without being registered under § 29-105.03 shall be liable for all fees, penalties, and other charges for which the entity would have been liable if it had registered and had filed all reports required by this chapter for the period during which it did business in the District.” (§ 29-105.02(f)). Civil penalty or fine: stated — “The Mayor, pursuant to rules adopted in accordance with subchapter I of Chapter 5 of Title 2, may impose civil fines and penalties pursuant to Chapter 18 of Title 2, on any person who: […] (4) If a foreign filing entity, does business in the District of Columbia: (A) Without having obtained a certificate of registration under § 29-105.02; or (B) After its certificate of registration has been terminated under § 29-105.11” (§ 29-101.06(a), (a)(4)(A)-(B)). Injunction or attorney-general remedy: stated — “The Attorney General for the District of Columbia may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in the District in violation of this title.” (§ 29-105.12). Effect on service of process: not stated in the captured sections (§§ 29-105.01-29-105.12 read in full, plus § 29-104.12 (the chapter's general service-of-process section): no provision makes doing business without registering itself an appointment of an agent for service; § 29-104.12(d)'s Mayor-as-agent fallback is triggered by failure to designate/maintain a registered agent, a different trigger not cross-referenced from § 29-105.02). Member or manager liability: stated — “The liability of an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership shall be governed by the laws of its jurisdiction of formation. Any limitation on that liability shall be not waived shall [sic] solely because the foreign filing entity or foreign limited liability partnership does business in the District without registering.” (§ 29-105.02(d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity or foreign limited liability partnership to register to do business in the District shall not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in the District.” (§ 29-105.02(c)). Pinpoint: D.C. Code § 29-105.02(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) |
| DEchecked 2026-10-02 | An unregistered foreign LLC may not maintain a Delaware suit until it registers and pays fees and penalties, is fined $200 per year or part, may be enjoined, and is deemed to appoint the Secretary of State for process.Court access: stated — “A foreign limited liability company doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered.” (6 Del. C. § 18-907(a)). Cure or stay rule: stated — “until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered” (6 Del. C. § 18-907(a)). Fees, taxes, interest and penalties: stated — “has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered” (6 Del. C. § 18-907(a)). Civil penalty or fine: stated — “Any foreign limited liability company doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited liability company failed to register in the State of Delaware.” (6 Del. C. § 18-907(d)). Injunction or attorney-general remedy: stated — “The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in the State of Delaware if such foreign limited liability company has failed to register under this subchapter or if such foreign limited liability company has secured a certificate of the Secretary of State under § 18-903 of this title on the basis of false or misleading representations. Upon the motion of the Attorney General or upon the relation of proper parties, the Attorney General shall proceed for this purpose by complaint in any county in which such foreign limited liability company is doing or has done business.” (6 Del. C. § 18-908). Effect on service of process: stated — “Any foreign limited liability company which shall do business in the State of Delaware without having registered under § 18-902 of this title shall be deemed to have thereby appointed and constituted the Secretary of State of the State of Delaware its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any state or federal court in the State of Delaware arising or growing out of any business done by it within the State of Delaware.” (6 Del. C. § 18-911(a)). Member or manager liability: stated — “A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company’s having done business in the State of Delaware without registration.” (6 Del. C. § 18-907(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in the State of Delaware does not impair: (1) The validity of any contract or act of the foreign limited liability company; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) Prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the State of Delaware.” (6 Del. C. § 18-907(b)(1)-(3)). Pinpoint: 6 Del. C. § 18-907; delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter IX (Foreign Limited Liability Companies) page, heading '18-907. Doing business without registration.' (also §§ 18-908, 18-911(a)).(source) | An unqualified foreign corporation may not sue until authorized and it pays fees, penalties and franchise taxes; it is fined $200-$500 per offense (agents $100-$500), may be enjoined, and is deemed to appoint the Secretary of State.Court access: stated — “A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or special proceeding in this State unless and until such corporation has been authorized to do business in this State and has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.” (8 Del. C. § 383(a)). Cure or stay rule: stated — “unless and until such corporation has been authorized to do business in this State and has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority” (8 Del. C. § 383(a)). Fees, taxes, interest and penalties: stated — “has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority” (8 Del. C. § 383(a)). Civil penalty or fine: stated — “Any foreign corporation doing business of any kind in this State without first having complied with any section of this subchapter applicable to it, shall be fined not less than $200 nor more than $500 for each such offense. Any agent of any foreign corporation that shall do any business in this State for any foreign corporation before the foreign corporation has complied with any section of this subchapter applicable to it, shall be fined not less than $100 nor more than $500 for each such offense.” (8 Del. C. § 378). Injunction or attorney-general remedy: stated — “The Court of Chancery shall have jurisdiction to enjoin any foreign corporation, or any agent thereof, from transacting any business in this State if such corporation has failed to comply with any section of this subchapter applicable to it or if such corporation has secured a certificate of the Secretary of State under § 371 of this title on the basis of false or misleading representations. The Attorney General shall, upon the Attorney General’s own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such corporation is doing business.” (8 Del. C. § 384). Effect on service of process: stated — “Any foreign corporation which shall transact business in this State without having qualified to do business under § 371 of this title shall be deemed to have thereby appointed and constituted the Secretary of State of this State its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any state or federal court in this State arising or growing out of any business transacted by it within this State.” (8 Del. C. § 382(a)). Member or manager liability: not stated in the captured sections (8 Del. C. §§ 371-385 (all of Subchapter XVI) read in full; §§ 378, 382, 383, 384 contain no stockholder or director liability rule for failure to qualify (§ 378 fines 'any agent', captured under civil penalty or fine)). Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain authority to do business in this State shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this State.” (8 Del. C. § 383(b)). Pinpoint: 8 Del. C. § 383; delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '383. Actions by and against unqualified foreign corporations.' (also §§ 378, 382(a), 384).(source) | An unregistered foreign LP may not maintain a Delaware suit until it registers and pays fees and penalties, is fined $200 per year or part, may be enjoined, and is deemed to appoint the Secretary of State for process.Court access: stated — “A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered.” (6 Del. C. § 17-907(a)). Cure or stay rule: stated — “until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered” (6 Del. C. § 17-907(a)). Fees, taxes, interest and penalties: stated — “has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered” (6 Del. C. § 17-907(a)). Civil penalty or fine: stated — “Any foreign limited partnership doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited partnership failed to register in the State of Delaware.” (6 Del. C. § 17-907(d)). Injunction or attorney-general remedy: stated — “The Court of Chancery shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited partnership has failed to register under this subchapter or if such foreign limited partnership has secured a certificate of the Secretary of State under § 17-903 of this title on the basis of false or misleading representations. The Attorney General shall, upon the Attorney General’s own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business.” (6 Del. C. § 17-908). Effect on service of process: stated — “Any foreign limited partnership which shall do business in the State of Delaware without having registered under § 17-902 of this title shall be deemed to have thereby appointed and constituted the Secretary of State of the State of Delaware its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any state or federal court in the State of Delaware arising or growing out of any business done by it within the State of Delaware.” (6 Del. C. § 17-911(a)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership’s having done business in the State of Delaware without registration.” (6 Del. C. § 17-907(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in the State of Delaware does not impair: (1) The validity of any contract or act of the foreign limited partnership; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) Prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.” (6 Del. C. § 17-907(b)(1)-(3)). Pinpoint: 6 Del. C. § 17-907; delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter IX (Foreign Limited Partnerships) page, heading '17-907. Doing business without registration.' (also §§ 17-908, 17-911(a)).(source) |
| FLchecked 2026-10-02 | Section 605.0904 bars court access until certificated, exempts members/managers from liability, triggers service on the department, and imposes back fees plus a $500-$1,000/year penalty; § 605.0913 allows an AG injunction.Court access: stated — “A foreign limited liability company transacting business in this state or its successors may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (§ 605.0904(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor has obtained a certificate of authority to transact business in this state.” (§ 605.0904(3)). Fees, taxes, interest and penalties: stated — “A foreign limited liability company that transacts business in this state without obtaining a certificate of authority is liable to this state for the years or parts thereof during which it transacted business in this state without obtaining a certificate of authority in an amount equal to all fees and penalties that would have been imposed by this chapter upon the foreign limited liability company had it duly applied for and received a certificate of authority to transact business in this state as required under this chapter.” (§ 605.0904(7)). Civil penalty or fine: stated — “In addition to the payments thus prescribed, the foreign limited liability company is liable for a civil penalty of at least $500 but not more than $1,000 for each year or part thereof during which it transacts business in this state without a certificate of authority.” (§ 605.0904(7)). Injunction or attorney-general remedy: stated — “The Department of Legal Affairs may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this chapter.” (§ 605.0913). Effect on service of process: stated — “If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the department as its agent for service of process for rights of action arising out of the transaction of business in this state.” (§ 605.0904(6)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the foreign limited liability company solely because the foreign limited liability company transacted business in this state without a certificate of authority.” (§ 605.0904(5)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of any contract, deed, mortgage, security interest, or act of the foreign limited liability company or prevent the foreign limited liability company from defending an action or proceeding in this state.” (§ 605.0904(4)). Pinpoint: Fla. Stat. § 605.0904(1)-(7).(source) | Section 607.1502 bars court access until certificated, exempts officers/directors/shareholders from liability, triggers service on the secretary of state, and allows fees, penalties, and an AG injunction under § 607.1523.Court access: stated — “A foreign corporation transacting business in this state or its successors may not prosecute or maintain an action or proceeding in this state until it has obtained a certificate of authority to transact business in this state.” (§ 607.1502(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation or its successor or assignee until it determines whether the foreign corporation or its successor or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor or assignee has obtained a certificate of authority to transact business in this state.” (§ 607.1502(3)). Fees, taxes, interest and penalties: stated — “A foreign corporation which transacts business in this state without obtaining a certificate of authority is liable to this state for the years or parts thereof during which it transacted business in this state without obtaining a certificate of authority in an amount equal to all fees and penalties that would have been imposed by this chapter upon the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required under this chapter.” (§ 607.1502(4)). Civil penalty or fine: stated — “In addition to the payments thus prescribed, the foreign corporation may, to the extent ordered by a court of competent jurisdiction, be liable for a civil penalty of not less than $500 but not more than $1,000 for each year or part thereof during which it transacts business in this state without a certificate of authority.” (§ 607.1502(4)). Injunction or attorney-general remedy: stated — “The Department of Legal Affairs may maintain an action to enjoin a foreign corporation from transacting business in this state in violation of this chapter.” (§ 607.1523). Effect on service of process: stated — “If a foreign corporation transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process in proceedings and actions arising out of the transaction of business in this state.” (§ 607.1502(8)). Member or manager liability: stated — “A shareholder, officer, or director of a foreign corporation is not liable for the debts, obligations, or other liabilities of the foreign corporation solely because the foreign corporation transacted business in this state without a certificate of authority.” (§ 607.1502(6)). Effect on validity or defenses: stated — “The failure of a foreign corporation to have a certificate of authority to transact business in this state does not impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent the foreign corporation from defending an action or proceeding in this state.” (§ 607.1502(5)). Pinpoint: Fla. Stat. § 607.1502(1)-(8).(source) | Section 620.1907 bars court access until certificated, exempts partners from liability, and triggers service under s. 48.061(5)(b); § 620.1908 allows an AG injunction. No stay, back-fee, or civil-penalty leaf is stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state until the foreign limited partnership has a certificate of authority to transact business in this state.” (§ 620.1907(2)). Cure or stay rule: not stated in the captured sections (§ 620.1907 read in full; no stay-of-proceeding provision located for a foreign limited partnership (compare § 605.0904(3) and § 607.1502(3), which have no counterpart here)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 620.1907 read in full; no provision imposing liability for fees, taxes, interest, or penalties that would have been owed is located for a foreign limited partnership (compare § 605.0904(7) and § 607.1502(4), which have no counterpart here)). Civil penalty or fine: not stated in the captured sections (§ 620.1907 read in full; no civil penalty or fine provision is located for a foreign limited partnership transacting business without a certificate of authority). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this act.” (§ 620.1908). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it may be served under s. 48.061(5)(b).” (§ 620.1907(5)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.” (§ 620.1907(4)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” (§ 620.1907(3)). Pinpoint: Fla. Stat. § 620.1907(1)-(5).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | HRS §428-1008 bars an unauthorized foreign LLC from maintaining a court action, preserves contract validity and member/manager liability limits, and imposes fee-equivalent liability; §428-1009 lets the attorney general sue to restrain it.Court access: stated — “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (HRS §428-1008(a)). Cure or stay rule: not stated in the captured sections (HRS §428-1001 to 428-1009 read in full; no stay/cure sentence located). Fees, taxes, interest and penalties: stated — “A foreign limited liability company which transacts business in this State without a certificate of authority, shall be liable to the State in an amount equal to all fees and penalties which would have been imposed by this chapter upon that foreign limited liability company had it obtained such a certificate and filed all records and reports required by this chapter.” (HRS §428-1008(e)). Civil penalty or fine: not stated in the captured sections (HRS §428-1008(e) states a fee/penalty-equivalent liability with no separate stated civil-penalty amount; HRS §428-1302 (Penalties) read and not used – it is a general $100/violation forfeiture for failure to file the annual report, not specific to transacting without a certificate of authority). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this part.” (HRS §428-1009). Effect on service of process: stated — “If a foreign limited liability company transacts business in this State without a certificate of authority, service of process may be made upon the company as set forth in section 428-110(b) at any address used by the company as its address for purposes of its business transactions.” (HRS §428-1008(d)). Member or manager liability: stated — “Limitations on the personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority.” (HRS §428-1008(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.” (HRS §428-1008(b)). Pinpoint: HRS §428-1008(a).(source) | HRS §414-432 bars an unauthorized foreign corporation and successors from a court proceeding, allows a stay pending authority, preserves validity/defense rights, and imposes fee-equivalent liability the attorney general may recover.Court access: stated — “A foreign corporation transacting business in this 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 successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority.” (HRS §414-432(a)-(b)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (HRS §414-432(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to transact business in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees.” (HRS §414-432(d)). Civil penalty or fine: not stated in the captured sections (HRS §414-432(d) states a fee-equivalent liability plus unspecified 'penalties imposed by this chapter for failure to pay the fees', with no separately stated civil-penalty amount; HRS §414-473 (Penalties imposed upon corporations) read and not used – it is a general $100/violation forfeiture for failure to file the annual report, not specific to transacting without a certificate of authority). Injunction or attorney-general remedy: stated — “The attorney general shall bring proceedings to recover all amounts due this State under this section.” (HRS §414-432(d)). Effect on service of process: not stated in the captured sections (HRS §414-431 to 414-441 read in full; HRS §414-440 (Service on foreign corporation) is a general default service mechanism for any foreign corporation when no agent/officer can be found, not a clause expressly triggered by transacting business without a certificate of authority). Member or manager liability: not stated in the captured sections (HRS §414-431 to 414-441 read in full; no shareholder/director liability clause located for this consequence). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b), 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 this State.” (HRS §414-432(e)). Pinpoint: HRS §414-432(a).(source) | HRS §425E-907 bars an unauthorized foreign limited partnership from a court action, preserves contract validity and partner liability limits, and deems consent to service on the director; no fees/penalty or AG provision.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (HRS §425E-907(d)). Cure or stay rule: not stated in the captured sections (HRS §425E-901 to 425E-908 (Article 9) read in full; no stay/cure sentence located). Fees, taxes, interest and penalties: not stated in the captured sections (HRS §425E-901 to 425E-908 read in full; no fees/taxes/penalties catch-up liability clause located for failure to obtain a certificate of authority (contrast HRS §428-1008(e) and §414-432(d), which have one)). Civil penalty or fine: not stated in the captured sections (HRS §425E-901 to 425E-908 read in full; HRS §425E-1206(a) (Personal liability and penalty) read and not used – it is a general $25/month forfeiture on a general partner for failure to comply with any provision of chapter 425E, not a provision specific to transacting business without a certificate of authority). Injunction or attorney-general remedy: not stated in the captured sections (HRS §425E-901 to 425E-908 read in full; unlike the LLC Act (§428-1009) and the Business Corporation Act (§414-432(d)), Article 9 has no attorney-general enforcement provision). Effect on service of process: stated — “If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it consents that service of process in any action, suit, or proceeding based upon any cause of action arising out of the transaction of business in this State may thereafter be made on the partnership by service thereof on the director.” (HRS §425E-907(g)). Member or manager liability: stated — “A partner of a foreign limited partnership shall not be liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.” (HRS §425E-907(f)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this State shall not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.” (HRS §425E-907(e)). Pinpoint: HRS §425E-907(d).(source) |
| IAchecked 2026-10-02 | Iowa Code § 489.902(2)-(4) bars an unregistered foreign LLC from court until registered, preserves contract/defense rights and liability limits; § 489.912 gives the AG an injunction remedy; no stated fine or service-appointment consequence.Court access: stated — “A foreign limited liability company doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.” (§ 489.902(2)). Cure or stay rule: stated — “until it is registered to do business in this state” (§ 489.902(2)). Fees, taxes, interest and penalties: not stated in the captured sections (§§ 489.901-489.912 read in full: no provision makes an unregistered foreign LLC liable for fees, taxes, or interest it would have paid had it registered; § 489.911(1)(a)'s 'fees, taxes, interest, or penalties' language is a ground for administratively terminating an already-registered company's registration, not a consequence of never registering). Civil penalty or fine: not stated in the captured sections (§§ 489.901-489.912 read in full, plus a full-chapter search for ‘civil penalty’ and ‘fine’: no dollar penalty or fine is imposed on a foreign LLC for doing business without registering; the chapter's only remedy is the attorney general's injunction action at § 489.912). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this chapter.” (§ 489.912). Effect on service of process: not stated in the captured sections (§§ 489.901-489.912 read in full, plus § 489.119 (the chapter's general service-of-process section): no provision makes doing business without registering itself an appointment of the secretary of state as agent for service; § 489.119 governs service on an entity that has (or once had) a registered agent, a different, non-cross-referenced trigger). Member or manager liability: stated — “A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the foreign company does business in this state without registering.” (§ 489.902(4)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign company or preclude it from defending a proceeding in this state.” (§ 489.902(3)). Pinpoint: §§ 489.902(2)-(4), 489.912.(source) | Iowa Code § 490.1502(2)-(4) bars an unregistered foreign corp from court until registered, preserves contract/defense rights and liability limits; § 490.1512 gives the AG an injunction remedy; no fine or service-appointment stated.Court access: stated — “A foreign corporation doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.” (§ 490.1502(2)). Cure or stay rule: stated — “until it is registered to do business in this state” (§ 490.1502(2)). Fees, taxes, interest and penalties: not stated in the captured sections (§§ 490.1501-490.1512 read in full: no provision makes an unregistered foreign corporation liable for fees, taxes, or interest it would have paid had it registered; § 490.1511(1)(a)'s 'fees, taxes, interest, or penalties' language is a ground for administratively terminating an already-registered corporation's registration, not a consequence of never registering). Civil penalty or fine: not stated in the captured sections (§§ 490.1501-490.1512 read in full, plus a full-chapter search for ‘civil penalty’ and ‘fine’: the chapter's only dollar fine, § 490.129's serious-misdemeanor fine for signing a false document, is unrelated to doing business without registering; the only non-registration remedy is the attorney general's injunction action at § 490.1512). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter.” (§ 490.1512). Effect on service of process: not stated in the captured sections (§§ 490.1501-490.1512 read in full, plus § 490.504 (the chapter's general service-of-process section): no provision makes doing business without registering itself an appointment of the secretary of state as agent for service; § 490.504 governs service on an entity that has (or once had) a registered agent, a different, non-cross-referenced trigger). Member or manager liability: stated — “A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering.” (§ 490.1502(4)). Effect on validity or defenses: stated — “The failure of a foreign corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state.” (§ 490.1502(3)). Pinpoint: §§ 490.1502(2)-(4), 490.1512.(source) | Iowa Code § 488.907(2)-(5) bars an uncertificated foreign LP from court until certificated, preserves contract/defense rights and partner liability limits, and makes acting without one an appointment of the secretary of state for service.Court access: stated — “A foreign limited partnership transacting business in this state shall not maintain an […] action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (§ 488.907(2)). Cure or stay rule: stated — “unless it has a certificate of authority to transact business in this state” (§ 488.907(2)). Fees, taxes, interest and penalties: not stated in the captured sections (§§ 488.901-488.908 read in full: no provision makes a foreign LP transacting business without a certificate liable for fees, taxes, or penalties it would have paid had it registered; § 488.906(1)(a)'s 'fee, tax or penalty' language is a ground for revoking an already-issued certificate of authority, not a consequence of never obtaining one). Civil penalty or fine: not stated in the captured sections (§§ 488.901-488.908 read in full, plus a full-chapter search for ‘civil penalty’ and ‘fine’: no dollar penalty or fine is imposed on a foreign LP for transacting business without a certificate of authority; the article's only remedy is the attorney general's restraining action at § 488.908). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (§ 488.908). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” (§ 488.907(5)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.” (§ 488.907(4)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” (§ 488.907(3)). Pinpoint: §§ 488.907(2)-(5), 488.908.(source) |
| IDchecked 2026-10-02 | An unregistered foreign filing entity may not maintain a court action; its contracts stay valid and liability limits are not waived; the attorney general may enjoin it (Idaho Code §§ 30-21-502, -512).Court access: stated — “A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” (Idaho Code § 30-21-502(b)). Cure or stay rule: not stated in the captured sections (Idaho Code § 30-21-502, §§ 30-21-501 to 30-21-512 read in full: no provision giving a court discretion to stay a proceeding pending registration was located). Fees, taxes, interest and penalties: not stated in the captured sections (Idaho Code §§ 30-21-501 to 30-21-512 read in full; no provision making a foreign filing entity liable for back fees, license taxes or interest for doing business without registering was located). Civil penalty or fine: not stated in the captured sections (Idaho Code §§ 30-21-501 to 30-21-512 read in full; no dollar civil penalty or fine for doing business without registering was located). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.” (Idaho Code § 30-21-512). Effect on service of process: not stated in the captured sections (Idaho Code §§ 30-21-411 to 30-21-414, 30-21-502 read in full; § 30-21-411 lets a nonregistered foreign entity voluntarily designate a registered agent but is not triggered by, and does not condition service on, doing business without registering). Member or manager liability: stated — “A limitation on the liability of a series of foreign unincorporated entity or an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership is not waived solely because the foreign unincorporated entity or any series thereof, foreign filing entity or foreign limited liability partnership does business in this state without registering.” (Idaho Code § 30-21-502(d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity or foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in this state.” (Idaho Code § 30-21-502(c)). Pinpoint: Idaho Code § 30-21-502(a)-(e), 30-21-512; Chapter 21 PDF pp. 22, 26.(source) | An unregistered foreign filing entity may not maintain a court action; its contracts stay valid and liability limits are not waived; the attorney general may enjoin it (Idaho Code §§ 30-21-502, -512).Court access: stated — “A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” (Idaho Code § 30-21-502(b)). Cure or stay rule: not stated in the captured sections (Idaho Code § 30-21-502, §§ 30-21-501 to 30-21-512 read in full: no provision giving a court discretion to stay a proceeding pending registration was located). Fees, taxes, interest and penalties: not stated in the captured sections (Idaho Code §§ 30-21-501 to 30-21-512 read in full; no provision making a foreign filing entity liable for back fees, license taxes or interest for doing business without registering was located). Civil penalty or fine: not stated in the captured sections (Idaho Code §§ 30-21-501 to 30-21-512 read in full; no dollar civil penalty or fine for doing business without registering was located). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.” (Idaho Code § 30-21-512). Effect on service of process: not stated in the captured sections (Idaho Code §§ 30-21-411 to 30-21-414, 30-21-502 read in full; § 30-21-411 lets a nonregistered foreign entity voluntarily designate a registered agent but is not triggered by, and does not condition service on, doing business without registering). Member or manager liability: stated — “A limitation on the liability of a series of foreign unincorporated entity or an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership is not waived solely because the foreign unincorporated entity or any series thereof, foreign filing entity or foreign limited liability partnership does business in this state without registering.” (Idaho Code § 30-21-502(d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity or foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in this state.” (Idaho Code § 30-21-502(c)). Pinpoint: Idaho Code § 30-21-502(a)-(e), 30-21-512; Chapter 21 PDF pp. 22, 26.(source) | An unregistered foreign filing entity may not maintain a court action; its contracts stay valid and liability limits are not waived; the attorney general may enjoin it (Idaho Code §§ 30-21-502, -512).Court access: stated — “A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” (Idaho Code § 30-21-502(b)). Cure or stay rule: not stated in the captured sections (Idaho Code § 30-21-502, §§ 30-21-501 to 30-21-512 read in full: no provision giving a court discretion to stay a proceeding pending registration was located). Fees, taxes, interest and penalties: not stated in the captured sections (Idaho Code §§ 30-21-501 to 30-21-512 read in full; no provision making a foreign filing entity liable for back fees, license taxes or interest for doing business without registering was located). Civil penalty or fine: not stated in the captured sections (Idaho Code §§ 30-21-501 to 30-21-512 read in full; no dollar civil penalty or fine for doing business without registering was located). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.” (Idaho Code § 30-21-512). Effect on service of process: not stated in the captured sections (Idaho Code §§ 30-21-411 to 30-21-414, 30-21-502 read in full; § 30-21-411 lets a nonregistered foreign entity voluntarily designate a registered agent but is not triggered by, and does not condition service on, doing business without registering). Member or manager liability: stated — “A limitation on the liability of a series of foreign unincorporated entity or an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership is not waived solely because the foreign unincorporated entity or any series thereof, foreign filing entity or foreign limited liability partnership does business in this state without registering.” (Idaho Code § 30-21-502(d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity or foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in this state.” (Idaho Code § 30-21-502(c)). Pinpoint: Idaho Code § 30-21-502(a)-(e), 30-21-512; Chapter 21 PDF pp. 22, 26.(source) |
| ILchecked 2026-10-02 | An unadmitted foreign LLC transacting business in Illinois cannot sue until admitted, owes back fees plus a $2,000-plus-$100/month penalty, and is deemed to appoint the Secretary of State for service; 45-45(a)-(e), 45-50(a).Court access: stated — “A foreign limited liability company transacting business in this State may not maintain a civil action in any court of this State until the limited liability company is admitted to transact business in this State.” (805 ILCS 180/45-45(a)). Cure or stay rule: not stated in the captured sections (805 ILCS 180/45-45 read in full; no stay provision, only the direct bar-until-admitted rule in (a)). Fees, taxes, interest and penalties: stated — “A foreign limited liability company that transacts business in this State without being admitted to do so shall be liable to the State for the years or parts thereof during which it transacted business in this State without being admitted in an amount equal to all fees that would have been imposed by this Article upon that limited liability company had it been duly admitted, filed all reports required by this Article, and paid all penalties imposed by this Article.” (805 ILCS 180/45-45(d)). Civil penalty or fine: stated — “If a limited liability company fails to be admitted to do business in this State within 60 days after it commences transacting business in Illinois, it is liable for a penalty of $2,000 plus $100 for each month or fraction thereof in which it has continued to transact business in this State without being admitted to do so.” (805 ILCS 180/45-45(d) (flat amount plus monthly accrual; no cap stated)). Injunction or attorney-general remedy: stated — “The Attorney General shall bring proceedings to recover all amounts due this State under this Article. […] The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this State in violation of this Article.” (805 ILCS 180/45-45(d) last sentence; 45-50(a)). Effect on service of process: stated — “A foreign limited liability company, by transacting business in this State without being admitted to do so, appoints the Secretary of State as its agent upon whom any notice, process, or demand may be served.” (805 ILCS 180/45-45(c)). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the company's having transacted business in this State without being admitted to do so.” (805 ILCS 180/45-45(e)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to be admitted to transact business in this State does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any civil action in any court of this State.” (805 ILCS 180/45-45(b)). Pinpoint: 805 ILCS 180/45-45(a)-(e), 45-50(a).(source) | An unauthorized foreign corporation cannot sue until authorized, owes back fees/taxes plus a 10%-or-$200-plus-$5/month penalty, and is deemed to consent to general jurisdiction 180 days per act; 13.70(a)-(d),(c-5).Court access: stated — “No foreign corporation transacting business in this State without authority to do so is permitted to maintain a civil action in any court of this State, until the corporation obtains that authority. Nor shall a civil action be maintained in any court of this State by any successor or assignee of the corporation on any right, claim or demand arising out of the transaction of business by the corporation in this State, until authority to transact business in this State is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.” (805 ILCS 5/13.70(a)). Cure or stay rule: not stated in the captured sections (805 ILCS 5/13.70 read in full; no stay provision, only the direct bar-until-authorized rule in (a)). Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in this State without authority is liable to this State, for the years or parts thereof during which it transacted business in this State without authority, in an amount equal to all fees, franchise taxes, penalties and other charges that would have been imposed by this Act upon the corporation had it duly applied for and received authority to transact business in this State as required by this Act, but failed to pay the franchise taxes that would have been computed thereon, and thereafter filed all reports required by this Act;” (805 ILCS 5/13.70(c)). Civil penalty or fine: stated — “if a corporation fails to file an application for authority within 60 days after it commences business in this State, in addition thereto it is liable for a penalty of either 10% of the filing fee, license fee and franchise taxes or $200 plus $5.00 for each month or fraction thereof in which it has continued to transact business in this State without authority therefor, whichever penalty is greater.” (805 ILCS 5/13.70(c)). Injunction or attorney-general remedy: stated — “The Attorney General shall bring proceedings to recover all amounts due this State under this Section.” (805 ILCS 5/13.70(c), last sentence). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections (805 ILCS 5/13.70 read in full; whole-Act search for 'solely by reason'/'solely because' near shareholder or director liability found no such clause). Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain authority to transact business in this State does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action in any court of this State.” (805 ILCS 5/13.70(b)). Other stated consequence — consent to general jurisdiction: “A foreign corporation that transacts business in this State without authority is deemed to have consented to general jurisdiction in accordance with subsection (b) of Section 13.20 to the same extent as if it were registered to do business in this State. Consent to such general jurisdiction commences upon committing an act constituting the transaction of business in this State without authority at any time after the effective date of this amendatory Act of the 104th General Assembly and remains effective for 180 days following the committing of each and every such act.” Pinpoint: 805 ILCS 5/13.70(a)-(d), (c-5).(source) | An unregistered foreign LP transacting business in Illinois cannot sue until registered and is deemed to appoint the Secretary of State for service; the Act states no back-fee liability or civil penalty for this; 907(a)-(e), 908.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (805 ILCS 215/907(b)). Cure or stay rule: not stated in the captured sections (805 ILCS 215/907 read in full; no stay provision, only the direct bar-unless-certificated rule in (b)). Fees, taxes, interest and penalties: not stated in the captured sections (805 ILCS 215/907 read in full; whole-Act search found no provision making an unregistered foreign LP liable for back fees or taxes it would have owed if registered (contrast 906(a)(1), a revocation ground for nonpayment of fees already due, not a nonregistration-consequence liability)). Civil penalty or fine: not stated in the captured sections (805 ILCS 215/907 read in full; whole-Act search for 'penalty' found no dollar penalty for transacting business without a certificate of authority). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this Article.” (805 ILCS 215/908). Effect on service of process: stated — “If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State.” (805 ILCS 215/907(e)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.” (805 ILCS 215/907(d)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.” (805 ILCS 215/907(c)). Pinpoint: 805 ILCS 215/907(a)-(e), 908.(source) |
| INchecked 2026-10-02 | An unregistered foreign entity doing business in Indiana cannot sue here until registered, faces a civil penalty up to $10,000, and may be enjoined by the AG; contracts stay valid; liability shields are unaffected.Court access: stated — “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” (IC 23-0.5-5-2(b)). Cure or stay rule: stated — “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” (IC 23-0.5-5-2(b)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign entity is liable for a civil penalty of not more than ten thousand dollars ($10,000) if it transacts business in Indiana without a certificate of authority. The attorney general may collect all penalties due under this subsection.” (IC 23-0.5-5-2(f)). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article.” (IC 23-0.5-5-14). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governing person of a foreign entity is not waived solely because the foreign entity does business in Indiana without registering.” (IC 23-0.5-5-2(d)). Effect on validity or defenses: stated — “The failure of a foreign entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign entity or preclude it from defending an action or proceeding in Indiana.” (IC 23-0.5-5-2(c)). Pinpoint: IC 23-0.5-5-2(f).(source) | An unregistered foreign entity doing business in Indiana cannot sue here until registered, faces a civil penalty up to $10,000, and may be enjoined by the AG; contracts stay valid; liability shields are unaffected.Court access: stated — “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” (IC 23-0.5-5-2(b)). Cure or stay rule: stated — “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” (IC 23-0.5-5-2(b)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign entity is liable for a civil penalty of not more than ten thousand dollars ($10,000) if it transacts business in Indiana without a certificate of authority. The attorney general may collect all penalties due under this subsection.” (IC 23-0.5-5-2(f)). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article.” (IC 23-0.5-5-14). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governing person of a foreign entity is not waived solely because the foreign entity does business in Indiana without registering.” (IC 23-0.5-5-2(d)). Effect on validity or defenses: stated — “The failure of a foreign entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign entity or preclude it from defending an action or proceeding in Indiana.” (IC 23-0.5-5-2(c)). Pinpoint: IC 23-0.5-5-2(f).(source) | An unregistered foreign entity doing business in Indiana cannot sue here until registered, faces a civil penalty up to $10,000, and may be enjoined by the AG; contracts stay valid; liability shields are unaffected.Court access: stated — “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” (IC 23-0.5-5-2(b)). Cure or stay rule: stated — “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” (IC 23-0.5-5-2(b)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign entity is liable for a civil penalty of not more than ten thousand dollars ($10,000) if it transacts business in Indiana without a certificate of authority. The attorney general may collect all penalties due under this subsection.” (IC 23-0.5-5-2(f)). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign entity from doing business in Indiana in violation of this article.” (IC 23-0.5-5-14). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governing person of a foreign entity is not waived solely because the foreign entity does business in Indiana without registering.” (IC 23-0.5-5-2(d)). Effect on validity or defenses: stated — “The failure of a foreign entity to register to do business in Indiana does not impair the validity of a contract or act of the foreign entity or preclude it from defending an action or proceeding in Indiana.” (IC 23-0.5-5-2(c)). Pinpoint: IC 23-0.5-5-2(f).(source) |
| KSchecked 2026-10-02 | An unregistered foreign limited liability company can't sue in Kansas until it registers and pays back fees; contracts stay valid, it may still defend, the AG may enjoin it, and it appoints the SOS for service absent a resident agent.Court access: stated — “A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” (subsec. (a)). Cure or stay rule: stated — “A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” (subsec. (a)). Fees, taxes, interest and penalties: stated — “A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” (subsec. (a)). Civil penalty or fine: not stated in the captured sections (17-76,126 read in full; only generic "fees and penalties"/"taxes, fees and penalties" language, no stated dollar amount or per-day/month/year unit). Injunction or attorney-general remedy: stated — “The district court shall have jurisdiction to enjoin any foreign covered entity, or any agent of a foreign covered entity, from doing any business in the state of Kansas if the foreign covered entity has failed to register under this act or if such foreign covered entity has secured a certificate from the secretary of state under K.S.A. 17-7910 and 17-7931 , and amendments thereto, on the basis of false or misleading representations. The attorney general, upon the attorney general's own motion or upon the relation of proper parties, may maintain an action to restrain a foreign covered entity from transacting business in this state in violation of the provisions of this act.” (K.S.A. 17-7937). Effect on service of process: stated — “Service of process in any action against any foreign limited liability company, whether or not that limited liability company is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304 […] and, if it is authorized to transact business or transacts business without authority in this state, a foreign corporation, foreign limited liability company, foreign limited partnership or foreign limited liability partnership irrevocably authorizes the secretary of state as its agent to accept on its behalf service of process, or any notice or demand required or permitted by law to be served on it, when: (1) It fails to appoint or maintain in this state a resident agent on whom service may be had; or (2) its resident agent cannot with reasonable diligence be found at the registered office in this state.” (17-76,126 cross-reference + K.S.A. 60-304(f)). Member or manager liability: stated — “A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in the state of Kansas without registration.” (subsec. (c)). Effect on validity or defenses: stated — “(b) The failure of a foreign limited liability company to register in the state of Kansas does not: (1) Impair the validity of any contract or act of the foreign limited liability company; (2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the state of Kansas.” (subsec. (b)). Pinpoint: K.S.A. 17-76,126; subsecs. (a)-(b).(source) | An unregistered foreign corporation can't sue in Kansas until it registers and pays back fees; contracts stay valid, it may still defend, the AG may enjoin it, and it appoints the SOS for service absent a resident agent.Court access: stated — “A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934 , and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.” (subsec. (a)). Cure or stay rule: stated — “A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934 , and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.” (subsec. (a)). Fees, taxes, interest and penalties: stated — “A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934 , and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.” (subsec. (a)). Civil penalty or fine: not stated in the captured sections (17-7307 read in full; only generic "fees and penalties"/"taxes, fees and penalties" language, no stated dollar amount or per-day/month/year unit). Injunction or attorney-general remedy: stated — “The district court shall have jurisdiction to enjoin any foreign covered entity, or any agent of a foreign covered entity, from doing any business in the state of Kansas if the foreign covered entity has failed to register under this act or if such foreign covered entity has secured a certificate from the secretary of state under K.S.A. 17-7910 and 17-7931 , and amendments thereto, on the basis of false or misleading representations. The attorney general, upon the attorney general's own motion or upon the relation of proper parties, may maintain an action to restrain a foreign covered entity from transacting business in this state in violation of the provisions of this act.” (K.S.A. 17-7937). Effect on service of process: stated — “Service of process in any action shall be made in the manner prescribed by K.S.A. 60-304 […] and, if it is authorized to transact business or transacts business without authority in this state, a foreign corporation, foreign limited liability company, foreign limited partnership or foreign limited liability partnership irrevocably authorizes the secretary of state as its agent to accept on its behalf service of process, or any notice or demand required or permitted by law to be served on it, when: (1) It fails to appoint or maintain in this state a resident agent on whom service may be had; or (2) its resident agent cannot with reasonable diligence be found at the registered office in this state.” (17-7307 cross-reference + K.S.A. 60-304(f)). Member or manager liability: not stated in the captured sections (K.S.A. 17-7302, 17-7305, 17-7307 and 17-7930 through 17-7937 read in full). Effect on validity or defenses: stated — “(b) The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.” (subsec. (b)). Pinpoint: K.S.A. 17-7307; subsecs. (a)-(b).(source) | An unregistered foreign limited partnership can't sue in Kansas until it registers and pays back fees; contracts stay valid, it may still defend, the AG may enjoin it, and it appoints the SOS for service absent a resident agent.Court access: stated — “A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” (subsec. (a)). Cure or stay rule: stated — “A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” (subsec. (a)). Fees, taxes, interest and penalties: stated — “A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” (subsec. (a)). Civil penalty or fine: not stated in the captured sections (56-1a507 read in full; only generic "fees and penalties"/"taxes, fees and penalties" language, no stated dollar amount or per-day/month/year unit). Injunction or attorney-general remedy: stated — “The district court shall have jurisdiction to enjoin any foreign covered entity, or any agent of a foreign covered entity, from doing any business in the state of Kansas if the foreign covered entity has failed to register under this act or if such foreign covered entity has secured a certificate from the secretary of state under K.S.A. 17-7910 and 17-7931 , and amendments thereto, on the basis of false or misleading representations. The attorney general, upon the attorney general's own motion or upon the relation of proper parties, may maintain an action to restrain a foreign covered entity from transacting business in this state in violation of the provisions of this act.” (K.S.A. 17-7937). Effect on service of process: stated — “Service of process in any action against any foreign limited partnership, whether or not that limited partnership is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304 […] and, if it is authorized to transact business or transacts business without authority in this state, a foreign corporation, foreign limited liability company, foreign limited partnership or foreign limited liability partnership irrevocably authorizes the secretary of state as its agent to accept on its behalf service of process, or any notice or demand required or permitted by law to be served on it, when: (1) It fails to appoint or maintain in this state a resident agent on whom service may be had; or (2) its resident agent cannot with reasonable diligence be found at the registered office in this state.” (56-1a507 cross-reference + K.S.A. 60-304(f)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership's having done business in the state of Kansas without registration.” (subsec. (c)). Effect on validity or defenses: stated — “(b) The failure of a foreign limited partnership to register in the state of Kansas does not: (1) Impair the validity of any contract or act of the foreign limited partnership; (2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the state of Kansas.” (subsec. (b)). Pinpoint: K.S.A. 56-1a507; subsecs. (a)-(b).(source) |
| KYchecked 2026-10-02 | KRS 14A.9-020 bars court access and imposes a $2/day civil penalty on an unregistered foreign LLC, but preserves contract validity/defense; no AG remedy, fee/tax add-on, SOP effect or member liability is stated.Court access: stated — “A foreign entity transacting business in this Commonwealth without a certificate of authority may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority.” (KRS 14A.9-020(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.” (KRS 14A.9-020(3)). Fees, taxes, interest and penalties: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; subsection (4) imposes only a flat civil penalty (no “fee,” “tax,” or “interest” charge is stated)). Civil penalty or fine: stated — “A foreign entity is liable for a civil penalty of two dollars ($2) for each day it transacts business in this Commonwealth without a certificate of authority. The Secretary of State may collect all penalties due under this subsection.” (KRS 14A.9-020(4)). Injunction or attorney-general remedy: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; no Attorney General injunction/enforcement provision was located for a foreign LLC or foreign corporation (compare KRS 362.2-910, stated for LP only)). Effect on service of process: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; the only service-of-process/agent appointment text is in 14A.9-060(2)(d), triggered by a foreign entity's voluntary withdrawal after authorization, not by transacting business without registering). Member or manager liability: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; no provision on member/manager/shareholder/partner liability for nonregistration was located). Effect on validity or defenses: stated — “Notwithstanding subsections (1) and (2) of this section, the failure of a foreign entity to obtain a certificate of authority shall not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this Commonwealth.” (KRS 14A.9-020(5)). Pinpoint: KRS 14A.9-020(4).(source) | KRS 14A.9-020 bars court access and imposes a $2/day civil penalty on an unregistered foreign corporation, but preserves contract validity/defense; no AG remedy, fee/tax add-on, SOP effect or liability rule is stated.Court access: stated — “A foreign entity transacting business in this Commonwealth without a certificate of authority may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority.” (KRS 14A.9-020(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.” (KRS 14A.9-020(3)). Fees, taxes, interest and penalties: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; subsection (4) imposes only a flat civil penalty (no “fee,” “tax,” or “interest” charge is stated)). Civil penalty or fine: stated — “A foreign entity is liable for a civil penalty of two dollars ($2) for each day it transacts business in this Commonwealth without a certificate of authority. The Secretary of State may collect all penalties due under this subsection.” (KRS 14A.9-020(4)). Injunction or attorney-general remedy: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; no Attorney General injunction/enforcement provision was located for a foreign LLC or foreign corporation (compare KRS 362.2-910, stated for LP only)). Effect on service of process: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; the only service-of-process/agent appointment text is in 14A.9-060(2)(d), triggered by a foreign entity's voluntary withdrawal after authorization, not by transacting business without registering). Member or manager liability: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; no provision on member/manager/shareholder/partner liability for nonregistration was located). Effect on validity or defenses: stated — “Notwithstanding subsections (1) and (2) of this section, the failure of a foreign entity to obtain a certificate of authority shall not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this Commonwealth.” (KRS 14A.9-020(5)). Pinpoint: KRS 14A.9-020(4).(source) | KRS 14A.9-020 bars court access and imposes a $2/day penalty on an unregistered foreign LP, preserving validity/defense; KRS 362.2-910 adds an AG injunction remedy unique to LPs.Court access: stated — “A foreign entity transacting business in this Commonwealth without a certificate of authority may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority.” (KRS 14A.9-020(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.” (KRS 14A.9-020(3)). Fees, taxes, interest and penalties: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; subsection (4) imposes only a flat civil penalty (no “fee,” “tax,” or “interest” charge is stated)). Civil penalty or fine: stated — “A foreign entity is liable for a civil penalty of two dollars ($2) for each day it transacts business in this Commonwealth without a certificate of authority. The Secretary of State may collect all penalties due under this subsection.” (KRS 14A.9-020(4)). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this Commonwealth in violation of this subchapter.” (KRS 362.2-910). Effect on service of process: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; the only service-of-process/agent appointment text is in 14A.9-060(2)(d), triggered by a foreign entity's voluntary withdrawal after authorization, not by transacting business without registering). Member or manager liability: not stated in the captured sections (KRS 14A.9-010 to .9-090 read in full; no provision on member/manager/shareholder/partner liability for nonregistration was located). Effect on validity or defenses: stated — “Notwithstanding subsections (1) and (2) of this section, the failure of a foreign entity to obtain a certificate of authority shall not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this Commonwealth.” (KRS 14A.9-020(5)). Pinpoint: KRS 14A.9-020(4) and KRS 362.2-910.(source) |
| LAchecked 2026-10-02 | An unregistered foreign LLC can't sue in Louisiana courts until authorized, owes back fees/taxes/penalties, and faces a fine to $1,000/violation; contracts stay valid, it may defend suits, and members/managers aren't liable just for that.Court access: stated — “No foreign limited liability company transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by and as provided in, this Chapter.” (R.S. 12:1354(A)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited liability company that transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes that would have been imposed by law upon such limited liability company had it duly applied for and received a certificate of authority to transact business in this state, as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees.” (R.S. 12:1354(C)). Civil penalty or fine: stated — “The secretary of state may impose a penalty of not more than one thousand dollars per violation against any foreign limited liability company transacting business in this state without a valid certificate of authority.” (R.S. 12:1355(B)). Injunction or attorney-general remedy: stated — “The attorney general shall bring proceedings to recover all amounts due this state under this Section. […] If a penalty imposed under the provisions of this Section is not timely paid by a foreign limited liability company, the attorney general shall institute proceedings against the foreign limited liability company to collect such penalty.” (R.S. 12:1354(C); R.S. 12:1355(D)). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state shall not cause the members or managers of the foreign limited liability company to become liable for the obligations of the foreign limited liability company, shall not impair the validity of any contract or act of such limited liability company, and shall not prevent such limited liability company from defending any action, suit, or proceeding in any court of this state.” (R.S. 12:1354(B)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state shall not cause the members or managers of the foreign limited liability company to become liable for the obligations of the foreign limited liability company, shall not impair the validity of any contract or act of such limited liability company, and shall not prevent such limited liability company from defending any action, suit, or proceeding in any court of this state.” (R.S. 12:1354(B)). Pinpoint: La. R.S. 12:1354(A)-(C).(source) | An unregistered foreign corporation can't sue in Louisiana courts until authorized, owes back fees/taxes/penalties, and faces a fine to $1,000/violation; contracts stay valid and it may defend suits; shareholder liability isn't addressed.Court access: stated — “No foreign corporation transacting business in this state shall be permitted to present any judicial demand before any court of this state unless it has been authorized to transact such business, if required by, and as provided in, this Chapter.” (R.S. 12:314(A)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and taxes which would have been imposed by law upon such corporation, had it duly applied for and received a certificate of authority to transact business in this state as required by this Chapter, and had thereafter filed all reports required by this Chapter, plus all penalties imposed by this Chapter for failure to pay such fees and franchise taxes.” (R.S. 12:314(C)). Civil penalty or fine: stated — “The secretary of state may impose a penalty of not more than one thousand dollars per violation against such foreign corporations transacting business in this state without a valid certificate of authority.” (R.S. 12:314.1(B)). Injunction or attorney-general remedy: stated — “The Attorney General shall bring proceedings to recover all amounts due this state under the provisions of this section. […] If a penalty imposed under the provisions of this Section is not timely paid by a foreign corporation, the attorney general shall institute proceedings against the foreign corporation to collect such penalty.” (R.S. 12:314(C); R.S. 12:314.1(D)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state.” (R.S. 12:314(B)). Pinpoint: La. R.S. 12:314(A)-(C).(source) | Louisiana's foreign-partnership chapter has no court-access bar, cure rule, penalty, or AG remedy for not registering; the only stated consequence is losing Louisiana immovable-property ownership and limited-liability recognition.Court access: not stated in the captured sections. Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “To own immovable property in this state or to have the limited liability of any partners of a limited partnership recognized, a foreign partnership must be registered in accordance with R.S. 9:3422.” (R.S. 9:3423). Effect on validity or defenses: not stated in the captured sections. Pinpoint: La. R.S. 9:3423.(source) |
| MAchecked 2026-10-02 | Unregistered foreign LLCs cannot sue until the failure ends, face a fine up to $500/year, keep valid contracts and no member/manager liability, and the state secretary becomes agent for service; no AG/back-fee leaf is stated.Court access: stated — “but no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues” ((a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign limited liability company doing business in the commonwealth which fails to register with the state secretary shall, for each year that such failure shall continue, be fined not more than five hundred dollars.” ((a)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: stated — “Every foreign limited liability company doing business in the commonwealth without having registered as prescribed in this chapter, and every foreign limited liability company having registered as prescribed in this chapter but whose resident agent cannot after a diligent search by an officer authorized to serve legal process be found at the business address of such resident agent stated in its most recent certificate filed with the state secretary pursuant to this chapter, and every foreign limited liability company whose resident agent refuses to act as such, shall be deemed to have appointed the state secretary to be its true and lawful attorney upon whom all process in any action or proceeding may be served so long as any liability incurred in the commonwealth while it was doing business shall remain outstanding.” ((b)). Member or manager liability: stated — “nor is a member or a manager of a foreign limited liability company liable for the obligations of the foreign limited liability company solely by reason of such failure” ((a)). Effect on validity or defenses: stated — “No such failure shall affect the validity of any contract involving the foreign limited liability company, nor is a member or a manager of a foreign limited liability company liable for the obligations of the foreign limited liability company solely by reason of such failure, but no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues. The failure of a foreign limited liability company to register with the state secretary shall not prevent the foreign limited liability company from defending any action, suit or proceeding in any of the courts of the commonwealth.” ((a)). Pinpoint: G.L. c. 156C § 54(a)-(b).(source) | An unauthorized foreign corporation can't sue (but can defend; contracts stay valid) until it files; courts may stay; it owes back fees plus a capped monthly penalty; the AG may sue or enjoin; the secretary becomes agent for service.Court access: stated — “A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed.” (15.02(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor is required to deliver to the secretary of state for filing the certificate required by section 15.03. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor delivers the certificate and it is filed.” (15.02(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation is liable to the commonwealth for the years or parts of years during which it transacted business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03, in an amount equal to (1) all late fees which would have been imposed by law had it duly delivered the certificate and (2) all interest and penalties imposed by law for failure to pay the fees.” (15.02(d)). Civil penalty or fine: stated — “A foreign corporation is further liable to the commonwealth, for each month or part thereof during which it transacted business without delivering the certificate, in an amount determined by the secretary of state, which amount shall in no event exceed the amount established by the commissioner of administration under section 3B of chapter 7, except that a foreign corporation which has delivered such certificate shall not be liable for such monthly penalty for the first 10 days during which it transacted business without delivering such certificate.” (15.02(d)). Injunction or attorney-general remedy: stated — “The attorney general may bring an action necessary to recover amounts due to the commonwealth under this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from transacting business in the commonwealth until the fees and penalties have been paid.” (15.02(d)). Effect on service of process: stated — “Every foreign corporation doing business in the commonwealth which has not complied with section 15.03 and every foreign corporation which has complied with said section 15.03 but whose resident agent cannot, after a diligent search by an officer authorized to serve legal process, be found at the business address of such resident agent stated in its most recent certificate filed with the secretary of state pursuant to this chapter or its most recent annual report filed with the secretary of state pursuant to section 16.22 and every foreign corporation whose resident agent refuses to act as such, shall be deemed to have appointed the secretary of state and his successor in office to be its true and lawful attorney upon whom all lawful process in any action or proceeding may be served so long as any liability incurred in the commonwealth while it was doing business shall remain outstanding.” (15.10(b)). Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b), the failure of a foreign corporation to deliver to the secretary of state for filing the certificate required by section 15.03 shall not impair the validity of its corporate acts or prevent it from defending any proceeding in the commonwealth, or affect the validity of any contract entered into by the foreign corporation.” (15.02(e)). Pinpoint: G.L. c. 156D §§ 15.02(a)-(e), 15.10(b).(source) | c. 109 § 55(a) subjects an unregistered foreign LP wholesale to c. 156D § 15.02's corporate consequences (bar, stay, back fees, penalty, AG remedy, validity); § 55(b) separately names the secretary as agent for service.Court access: stated — “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed.” (55(a), applying 15.02(a)). Cure or stay rule: stated — “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor is required to deliver to the secretary of state for filing the certificate required by section 15.03. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor delivers the certificate and it is filed.” (55(a), applying 15.02(c)). Fees, taxes, interest and penalties: stated — “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] A foreign corporation is liable to the commonwealth for the years or parts of years during which it transacted business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03, in an amount equal to (1) all late fees which would have been imposed by law had it duly delivered the certificate and (2) all interest and penalties imposed by law for failure to pay the fees.” (55(a), applying 15.02(d)). Civil penalty or fine: stated — “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] A foreign corporation is further liable to the commonwealth, for each month or part thereof during which it transacted business without delivering the certificate, in an amount determined by the secretary of state, which amount shall in no event exceed the amount established by the commissioner of administration under section 3B of chapter 7, except that a foreign corporation which has delivered such certificate shall not be liable for such monthly penalty for the first 10 days during which it transacted business without delivering such certificate.” (55(a), applying 15.02(d)). Injunction or attorney-general remedy: stated — “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] The attorney general may bring an action necessary to recover amounts due to the commonwealth under this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from transacting business in the commonwealth until the fees and penalties have been paid.” (55(a), applying 15.02(d)). Effect on service of process: stated — “Foreign limited partnership shall be liable to be sued and to have their property attached in the same manner and to the same extent as individuals who are residents of other jurisdictions. Every foreign limited partnership doing business in the commonwealth without having registered as prescribed in this section and every foreign limited partnership which shall have withdrawn from the commonwealth shall be considered to have appointed the secretary of state to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the commonwealth may be served in the manner set forth in subsections (d), (e), (f) and (g) of section 15.10 of Part 15 of chapter 156D relative to foreign corporations.” (55(b)). Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] Notwithstanding subsections (a) and (b), the failure of a foreign corporation to deliver to the secretary of state for filing the certificate required by section 15.03 shall not impair the validity of its corporate acts or prevent it from defending any proceeding in the commonwealth, or affect the validity of any contract entered into by the foreign corporation.” (55(a), applying 15.02(e)). Pinpoint: G.L. c. 109 § 55(a)-(b).(source) |
| MDchecked 2026-10-02 | An unregistered foreign LLC cannot sue until it pays the § 4A-1007(d) penalty and complies or stops; contracts stay valid; it appoints the Department for service; $200 penalty, $1,000 member/agent fine; AG may enjoin it.Court access: stated — “If a foreign limited liability company is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, the foreign limited liability company and any person claiming under it may not maintain suit in any court of this State, unless the limited liability company shows to the satisfaction of the court that: (1) The foreign limited liability company or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and (2) (i) The foreign limited liability company or a successor to it has complied with the requirements of this title; or (ii) The foreign limited liability company and any foreign limited liability company successor to it are no longer doing intrastate, interstate, or foreign business in this State.” (§ 4A-1007(a)). Cure or stay rule: stated — “unless the limited liability company shows to the satisfaction of the court that: (1) The foreign limited liability company or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and (2) (i) The foreign limited liability company or a successor to it has complied with the requirements of this title; or (ii) The foreign limited liability company and any foreign limited liability company successor to it are no longer doing intrastate, interstate, or foreign business in this State.” (§ 4A-1007(a)(1)-(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “If a foreign limited liability company does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the limited liability company. (ii) The penalty under this subsection shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article.” (§ 4A-1007(d)(1)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited liability company from doing business in this State in violation of this title.” (§ 4A-1008). Effect on service of process: stated — “A foreign limited liability company, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.” (§ 4A-1007(c)). Member or manager liability: stated — “Each member of a foreign limited liability company that does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited liability company who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine of not more than $1,000.” (§ 4A-1007(d)(2)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this State does not impair the validity of a contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in a court of this State.” (§ 4A-1007(b)). Pinpoint: § 4A-1007; also § 4A-1008.(source) | An unqualified foreign corporation cannot sue until it pays the § 7-302 penalty and complies or stops; contracts stay valid; $200 penalty, $1,000 officer/agent fine; no AG-injunction or service-of-process clause found.Court access: stated — “If a foreign corporation is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of Subtitle 2 of this title, neither the corporation nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that: (1) The foreign corporation or the person claiming under it has paid the penalty specified in § 7-302 of this subtitle; and (2) Either: (i) The foreign corporation or a foreign corporation successor to it has complied with the requirements of Subtitle 2 of this title; or (ii) The foreign corporation and any foreign corporation successor to it are no longer doing intrastate, interstate, or foreign business in this State.” (§ 7-301). Cure or stay rule: stated — “unless it shows to the satisfaction of the court that: (1) The foreign corporation or the person claiming under it has paid the penalty specified in § 7-302 of this subtitle; and (2) Either: (i) The foreign corporation or a foreign corporation successor to it has complied with the requirements of Subtitle 2 of this title; or (ii) The foreign corporation and any foreign corporation successor to it are no longer doing intrastate, interstate, or foreign business in this State.” (§ 7-301(1)-(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “If a foreign corporation does any intrastate, interstate, or foreign business in this State without qualifying or registering as required by Subtitle 2 of this title, the Department shall impose a penalty of $200 on the corporation. (2) This penalty may be reduced or abated under § 14-704 of the Tax - Property Article.” (§ 7-302(a)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “Each officer of a foreign corporation which does intrastate, interstate, or foreign business in this State without qualifying or registering as required by Subtitle 2 of this title, and each agent of the foreign corporation who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.” (§ 7-302(b)). Effect on validity or defenses: stated — “The failure of any foreign corporation to comply with any of the requirements of Subtitle 2 of this title does not affect the validity of any contract to which the corporation is a party.” (§ 7-305). Pinpoint: § 7-301; also § 7-302, § 7-305.(source) | An unregistered foreign LP cannot sue until it pays the § 10-907(e) penalty and complies or stops; contracts stay valid; $200 penalty; limited partners aren't liable for this, but general partners/agents face a $1,000 fine; AG may enjoin.Court access: stated — “If a foreign limited partnership is doing or has done any intrastate, interstate, or foreign business in this State without complying with the requirements of this subtitle, neither the foreign limited partnership nor any person claiming under it may maintain a suit in any court of this State unless it shows to the satisfaction of the court that: (1) The foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and (2) Either: (i) The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or (ii) The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.” (§ 10-907(a)). Cure or stay rule: stated — “unless it shows to the satisfaction of the court that: (1) The foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and (2) Either: (i) The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or (ii) The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.” (§ 10-907(a)(1)-(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “If a foreign limited partnership does any intrastate, interstate, or foreign business in this State without registering, the Department shall impose a penalty of $200 on the partnership. This penalty shall be collected and may be reduced or abated under § 14-704 of the Tax - Property Article” (§ 10-907(e)(1)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from doing business in this State in violation of this subtitle.” (§ 10-908). Effect on service of process: stated — “A foreign limited partnership, by doing business in this State without registration, appoints the Department as its agent for service of process with respect to causes of action arising out of doing business in this State.” (§ 10-907(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the partnership’s having done business in this State without registration. […] Each general partner of a foreign limited partnership which does intrastate, interstate, or foreign business in this State without registering, and each agent of the foreign limited partnership who transacts intrastate, interstate, or foreign business in this State for it is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000.” (§ 10-907(c), (e)(2)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.” (§ 10-907(b)). Pinpoint: § 10-907; also § 10-908.(source) |
| MEchecked 2026-10-02 | Conducting activities without qualification bars collection suits until cured, carries a $500/year civil penalty the AG may collect or enjoin, does not void the LLC's acts, and does not itself make members liable.Court access: stated — “A foreign limited liability company conducting activities in this State, or anyone on its behalf, may not maintain a proceeding in any court in this State for the collection of its debts unless an effective statement of foreign qualification for the foreign limited liability company is in the records of the office of the Secretary of State.” (31 M.R.S. §1629(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign limited liability company until it determines whether the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State. If the court determines that the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State, the court may further stay the proceeding until there is an effective statement of foreign qualification on file with the office of the Secretary of State with respect to the foreign limited liability company. If a court determines that a foreign limited liability company is required to have a statement of foreign qualification on file with the office of the Secretary of State, and the foreign limited liability company subsequently delivers for filing to the office of the Secretary of State a statement of foreign qualification, a proceeding in any court in this State to which the foreign limited liability company is a party may not, after the effective date of the statement of foreign qualification, be dismissed by reason of the foreign limited liability company's prior noncompliance with section 1622.” (31 M.R.S. §1629(2)). Fees, taxes, interest and penalties: not stated in the captured sections (31 M.R.S. §1629(1)-(6) read in full; the only money terms are the §1629(3) civil penalty and its own §1629(4) interest/court costs — no separate clause makes an unqualified foreign LLC liable for back fees or taxes it would have paid). Civil penalty or fine: stated — “A foreign limited liability company is liable for a civil penalty of $500 for each year, or portion thereof, it transacts business in this State without first complying with the requirements of section 1622.” (31 M.R.S. §1629(3)). Injunction or attorney-general remedy: stated — “The civil penalty set forth in subsection 3 may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign limited liability company has conducted activities in this State in violation of this subchapter, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conducting of activities by the foreign limited liability company and its agents and the further exercise of any rights and privileges of a foreign limited liability company in this State until all amounts plus any interest and court costs that the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter.” (31 M.R.S. §1629(4)). Effect on service of process: not stated in the captured sections (31 M.R.S. §1629(1)-(6) read in full; the chapter's Secretary-of-State-as-agent clause (§1626(4)) is triggered by revocation of a previously-filed statement of foreign qualification, not by never having qualified). Member or manager liability: stated — “A member or agent of a foreign limited liability company is not liable for the debts, obligations or other liabilities of the foreign limited liability company solely because the foreign limited liability company conducted activities in this State without a statement of foreign qualification being on file with the office of the Secretary of State.” (31 M.R.S. §1629(6)). Effect on validity or defenses: stated — “Notwithstanding subsections 1 and 2, the conducting of activities in this State by a foreign limited liability company without having a statement of foreign qualification on file in the records of the office of the Secretary of State does not impair the validity of the acts of the foreign limited liability company or prevent the foreign limited liability company from defending any proceeding in this State.” (31 M.R.S. §1629(5)). Pinpoint: 31 M.R.S. §1629.(source) | Transacting business without authority bars court proceedings until cured, carries a $500/year civil penalty the AG may collect, and does not void corporate acts; the chapter is silent on shareholder/director liability.Court access: stated — “A foreign corporation transacting business in this State without authority may not maintain a proceeding in any court in this State until it files an application for authority and pays the applicable filing fee. […] The successor to a foreign corporation that transacted business in this State without authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor files an application for authority.” (13-C M.R.S. §1502(1)-(2)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until the court determines whether the foreign corporation or its successor requires authorization. If the court so determines, the court may further stay the proceeding until the foreign corporation or its successor files an application for authority.” (13-C M.R.S. §1502(3)). Fees, taxes, interest and penalties: not stated in the captured sections (13-C M.R.S. §1502(1)-(5) read in full; the only money term is the §1502(4) $500/year civil penalty — no separate clause makes an unauthorized foreign corporation liable for back fees or taxes it would have paid). Civil penalty or fine: stated — “A foreign corporation is liable for a civil penalty of $500 for each year, or portion thereof, it transacts business in this State without authority.” (13-C M.R.S. §1502(4)). Injunction or attorney-general remedy: stated — “The Attorney General may collect all penalties due under this subsection.” (13-C M.R.S. §1502(4), last sentence). Effect on service of process: not stated in the captured sections (13-C M.R.S. §1502(1)-(5) read in full; the chapter's Secretary-of-State-as-agent clauses (§1521(2)(C), §1532(4)) are triggered by withdrawal, conversion or revocation of previously-granted authority, not by never having obtained authority). Member or manager liability: not stated in the captured sections (13-C M.R.S. §1502(1)-(5) read in full; no clause addresses shareholder, director or officer liability for the corporation's transacting business without authority). Effect on validity or defenses: stated — “Notwithstanding subsections 1 and 2, the failure of a foreign corporation to file an application for authority does not impair the validity of its corporate acts, including contracts, or prevent it from defending any proceeding in this State.” (13-C M.R.S. §1502(5)). Pinpoint: 13-C M.R.S. §1502, Title 13-C Ch.15 PDF p. 1.(source) | Transacting business without a certificate of authority bars Maine court proceedings and appoints the Secretary of State as agent for service of process; it does not void acts or make partners liable; no stay or dollar penalty is stated.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (31 M.R.S. §1417(2)). Cure or stay rule: not stated in the captured sections (31 M.R.S. §1417(1)-(5) and §1418 read in full; unlike the LLC and corporation subchapters, this subchapter has no court-stay provision). Fees, taxes, interest and penalties: not stated in the captured sections (31 M.R.S. §1417(1)-(5) and §1418 read in full; no clause makes an unregistered foreign LP liable for back fees, taxes or interest it would have paid). Civil penalty or fine: not stated in the captured sections (31 M.R.S. §1417(1)-(5) and §1418 read in full; unlike the LLC and corporation subchapters, this subchapter states no dollar civil penalty for transacting business without a certificate of authority). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter.” (31 M.R.S. §1418). Effect on service of process: stated — “If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State.” (31 M.R.S. §1417(5)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.” (31 M.R.S. §1417(4)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.” (31 M.R.S. §1417(3)). Pinpoint: 31 M.R.S. §1417, Title 31 Ch.19 PDF pp. 55-56.(source) |
| MIchecked 2026-10-02 | MCL 450.5007 bars an uncertified foreign LLC from suing, keeps contracts valid, adds fee liability plus a $100-$1,000/month penalty (cap $10,000), allows an AG injunction, deems the administrator service agent, and shields members.Court access: stated — “A foreign limited liability company transacting business in this state without a certificate of authority shall not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority.” ((1)). Cure or stay rule: stated — “An action commenced by a foreign limited liability company having no certificate of authority shall not be dismissed if a certificate of authority is obtained before the order of dismissal. Any order of dismissal shall be without prejudice to the recommencement of the action, suit, or proceeding by the foreign limited liability company after it obtains a certificate of authority.” ((2)). Fees, taxes, interest and penalties: stated — “A foreign limited liability company that transacts business in this state without a certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without a certificate in an amount equal to all fees that would have been imposed under this act upon the foreign limited liability company had it obtained the certificate, filed all documents required by this act, and paid all penalties imposed by this act.” ((5)). Civil penalty or fine: stated — “A foreign limited liability company that transacts business in this state without a certificate of authority is subject to a civil penalty, payable to the state, of not less than $100.00 nor more than $1,000.00 for each calendar month, not more than 5 years prior to the imposition of the penalty, in which it has transacted business without the certificate. The penalty shall not exceed $10,000.00. Each manager, member, or authorized person who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign limited liability company that does not have a certificate is subject to a civil penalty, payable to the state, not to exceed $10,000.00.” ((6)). Injunction or attorney-general remedy: stated — “The civil penalties set forth in subsection (6) may be recovered in an action brought by the attorney general. Upon a finding by the court that a foreign limited liability company or any of its members, managers, or authorized persons have transacted business in this state in violation of this act, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of business by the foreign limited liability company and the further exercise of any rights and privileges in this state.” ((7)). Effect on service of process: stated — “A foreign limited liability company, by transacting business in this state without a certificate of authority, appoints the administrator as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state.” ((4)). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the company's having transacted business in this state without a valid certificate of authority.” ((8)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in a court of this state.” ((3)). Pinpoint: MCL 450.5007(1)-(8), Sec. 1007(1)-(8).(source) | MCL 450.2051 bars an uncertified foreign corp from suing, keeps contracts valid; MCL 450.2055 forfeits a $100-$1,000/month penalty (cap $10,000), AG-recovered. No fee-liability, service, or shareholder-liability clause found.Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority shall not maintain an action or proceeding in any court of this state until the corporation has obtained a certificate of authority.” ((1)). Cure or stay rule: stated — “An action commenced by a foreign corporation having no certificate of authority shall not be dismissed if a certificate of authority has been obtained before the order of dismissal. Any such order of dismissal shall be without prejudice to the recommencement of such action or proceeding by the foreign corporation after it obtains a certificate of authority.” ((1)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “In addition to any other liability imposed by law, a foreign corporation transacting business in this state without a certificate of authority shall forfeit to the state a penalty of not less than $100.00, nor more than $1,000.00, for each calendar month, not more than 5 years prior thereto, in which it has transacted business in this state without a certificate of authority. This penalty shall not exceed $10,000.00.” (Sec. 1055). Injunction or attorney-general remedy: stated — “The penalty shall be recovered with costs in an action prosecuted by the attorney general.” (Sec. 1055). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of a contract or act of the corporation, and does not prevent the corporation from defending an action or proceeding in a court of this state.” ((2)). Pinpoint: MCL 450.2051(1)-(2), Sec. 1051(1)-(2).(source) | MCL 449.1907 bars an unregistered foreign LP from suing, keeps contracts valid, deems the administrator service agent, shields limited partners from liability; MCL 449.1908 lets the AG sue to restrain violations. No penalty is stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state.” ((a)). Cure or stay rule: stated — “An action commenced by a foreign limited partnership which has not registered in this state shall not be dismissed if it registers before the order of dismissal.” ((a)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The department of attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (Sec. 908). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the administrator as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.” ((d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” ((c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in any court of this state.” ((b)). Pinpoint: MCL 449.1907(a)-(d), Sec. 907(a)-(d).(source) |
| MNchecked 2026-10-02 | Minn. Stat. § 322C.0808 bars an unregistered foreign LLC from suing, keeps contracts/defenses valid, names the secretary of state service agent, shields members/managers/governors from liability; § 322C.0809 lets the AG enjoin, no penalty.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (Minn. Stat. § 322C.0808, subd. 1). Cure or stay rule: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (Minn. Stat. § 322C.0808, subd. 1 (no separate stay provision; obtaining the certificate is what lets the action proceed)). Fees, taxes, interest and penalties: not stated in the captured sections (Minn. Stat. § 322C.0808 read in full; no provision makes an unregistered foreign LLC liable for back fees, taxes or interest). Civil penalty or fine: not stated in the captured sections (Minn. Stat. § 322C.0808 read in full; no dollar penalty or fine is stated for transacting business without a certificate of authority). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 322C.0801 to 322C.0809.” (Minn. Stat. § 322C.0809). Effect on service of process: stated — “If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” (Minn. Stat. § 322C.0808, subd. 4). Member or manager liability: stated — “A member, manager, or governor of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.” (Minn. Stat. § 322C.0808, subd. 3). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.” (Minn. Stat. § 322C.0808, subd. 2). Pinpoint: Minn. Stat. § 322C.0808, subd. 1.(source) | Minn. Stat. § 303.20 bars an unregistered foreign corp. from suing until licensed, keeps contracts/defenses valid, sets a penalty up to $1,000 plus $100/month, lets the AG sue to recover it; no tax, service, or liability clause is stated.Court access: stated — “No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority” (Minn. Stat. § 303.20). Cure or stay rule: stated — “No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority” (Minn. Stat. § 303.20 (no separate stay provision; obtaining the certificate is what lets the action proceed)). Fees, taxes, interest and penalties: not stated in the captured sections (Minn. Stat. § 303.20 read in full; no provision makes an unregistered foreign corporation liable for back fees, taxes or interest (distinguish the fixed civil penalty, which is captured separately)). Civil penalty or fine: stated — “Any foreign corporation which transacts business in this state without a certificate of authority shall forfeit and pay to this state a penalty, not exceeding $1,000, and an additional penalty, not exceeding $100, for each month or fraction thereof during which it shall continue to transact business in this state without a certificate of authority therefor.” (Minn. Stat. § 303.20). Injunction or attorney-general remedy: stated — “Such penalties may be recovered in the district court of any county in which such foreign corporation has done business or has property or has a place of business, by an action, in the name of the state, brought by the attorney general.” (Minn. Stat. § 303.20). Effect on service of process: not stated in the captured sections (Minn. Stat. §§ 303.13, subd. 1 and 5.25, subd. 4 read in full: service on the secretary of state under those sections is triggered by a missing or unfindable registered agent, withdrawal, or revocation of an already-authorized foreign corporation, or by the contract/tort basis in 5.25, subd. 4(b) — none is framed as a consequence of transacting business without ever having obtained a certificate of authority). Member or manager liability: not stated in the captured sections (Minn. Stat. § 303.20 read in full; no clause addresses director, officer or shareholder liability for the corporation's failure to register). Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action in any court of this state.” (Minn. Stat. § 303.20). Pinpoint: Minn. Stat. § 303.20.(source) | Minn. Stat. § 321.0907 bars an unregistered foreign LP from suing, keeps contracts/defenses valid, appoints the secretary of state as service agent, shields partners from liability; § 321.0908 lets the AG restrain it; no penalty is stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (Minn. Stat. § 321.0907(b)). Cure or stay rule: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (Minn. Stat. § 321.0907(b) (no separate stay provision; obtaining the certificate is what lets the action proceed)). Fees, taxes, interest and penalties: not stated in the captured sections (Minn. Stat. § 321.0907 read in full; no provision makes an unregistered foreign LP liable for back fees, taxes or interest). Civil penalty or fine: not stated in the captured sections (Minn. Stat. § 321.0907 read in full; no dollar penalty or fine is stated for transacting business without a certificate of authority). Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (Minn. Stat. § 321.0908). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” (Minn. Stat. § 321.0907(e)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.” (Minn. Stat. § 321.0907(d)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” (Minn. Stat. § 321.0907(c)). Pinpoint: Minn. Stat. § 321.0907(b).(source) |
| MOchecked 2026-10-02 | §347.163 bars suit until registered, leaves contracts/defenses valid, fines $1,000+, applies §506.500-.520 long-arm service, shields members from liability, and lets the secretary enjoin (§347.165); no stay or fees/taxes leaf is stated.Court access: stated — “no foreign limited liability company failing to comply with sections 347.010 to 347.187 may maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort, while the requirements of sections 347.010 to 347.187 have not been met.” (§ 347.163.1). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Every foreign limited liability company now transacting business in or which may hereafter transact business in this state which shall neglect or fail to comply with the provisions of section 347.153 shall be subject to a fine of not less than one thousand dollars.” (§ 347.163.1). Injunction or attorney-general remedy: stated — “The secretary may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of sections 347.010 to 347.187 .” (§ 347.165). Effect on service of process: stated — “A foreign limited liability company, by transacting business in this state without registration, shall be subject to the provisions of sections 506.500 to 506.520 with respect to causes of actions arising out of the transaction of business in this state.” (§ 347.163.4). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for any debts, obligations or liabilities of the foreign limited liability company solely by reason of having transacted business in this state without registration.” (§ 347.163.3). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.” (§ 347.163.2). Pinpoint: § 347.163.1-.4; § 347.165.(source) | §351.574 bars suit by an unregistered corp (or successor/assignee), lets the court stay, leaves acts/defenses valid, fines $1,000+; no injunction, service-trigger, liability, or fees/taxes leaf stated.Court access: stated — “A foreign corporation transacting business in this 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 successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action rising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.” (§ 351.574.1-.2). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (§ 351.574.3). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Every foreign corporation now doing business in or which may hereafter do business in this state without a certificate of authority shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction;” (§ 351.574.4). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsections 1 and 2 of this section, 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 this state.” (§ 351.574.5). Pinpoint: § 351.574.1-.5.(source) | §359.551 bars suit until registered, leaves contracts/defenses valid, fines $1,000+, applies §506.500-.520 long-arm service, shields limited partners from liability; secretary may enjoin (§359.561); no stay/fees-taxes leaf stated.Court access: stated — “no foreign limited partnership, failing to comply with this chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort, while the requirements of this chapter have not been complied with.” (§ 359.551.1). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Every foreign limited partnership now doing business in or which may hereafter do business in this state which shall neglect or fail to comply with the provisions of section 359.501 shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction;” (§ 359.551.1). Injunction or attorney-general remedy: stated — “The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.” (§ 359.561). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, shall be a firm subject to the provisions of sections 506.500 to 506.520 with respect to causes of action arising out of the transaction of business in this state.” (§ 359.551.4). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (§ 359.551.3). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.” (§ 359.551.2). Pinpoint: § 359.551.1-.4; § 359.561.(source) |
| MSchecked 2026-10-02 | An unregistered foreign LLC may not sue until registered; contracts stay valid, it may defend; it appoints the SOS for service; the AG may enjoin it; members aren't liable solely for it; no fee/civil-penalty clause exists.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (§ 79-29-1013(1)). Cure or stay rule: stated — “A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (§ 79-29-1013(1)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 79-29-1013, § 79-29-1017 read in full). Civil penalty or fine: not stated in the captured sections (§ 79-29-1013, § 79-29-1017 read in full). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of this article.” (§ 79-29-1017). Effect on service of process: stated — “By transacting business in this state without registration, a foreign limited liability company appoints the Secretary of State as its registered agent for service of process with respect to causes of action arising out of the transaction of business in this state.” (§ 79-29-1013(4)). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for the debts, obligations or liabilities of the foreign limited liability company solely by reason of the foreign limited liability company having transacted business in this state without registration.” (§ 79-29-1013(3)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this state does not: (a) Impair the validity of any contract or act of the foreign limited liability company; (b) Impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (c) Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.” (§ 79-29-1013(2)(a)-(c)). Pinpoint: § 79-29-1013(1), heading 'Transaction of business without registration.'.(source) | An unregistered foreign corp may not sue until certified; contracts stay valid, it may defend; court may stay the case; $10/day penalty capped $1,000/yr, AG-collectible; no fee/injunction/liability clause.Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” (§ 79-4-15.02(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (§ 79-4-15.02(c)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 79-4-15.02 read in full (a)-(e); no back-fee/back-tax liability clause distinct from the (d) civil penalty). Civil penalty or fine: stated — “A foreign corporation is liable for a civil penalty of Ten Dollars ($10.00) for each day, but not to exceed a total of One Thousand Dollars ($1,000.00) for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection.” (§ 79-4-15.02(d)). Injunction or attorney-general remedy: not stated in the captured sections (§ 79-4-15.02 read in full (a)-(e); the AG's only role is collecting the (d) civil penalty, not enjoining or restraining). Effect on service of process: not stated in the captured sections (§ 79-4-15.02 read in full (a)-(e), and § 79-4-15.31(d) (revocation) read for comparison -- the deemed-SOS-as-agent clause exists only on administrative revocation of an already-held certificate, not on a never-registered corporation). Member or manager liability: not stated in the captured sections (§ 79-4-15.02 read in full (a)-(e); no shareholder/director/officer liability-protection clause). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such foreign corporation or prevent the foreign corporation from defending any action, suit or proceeding in any court of this state.” (§ 79-4-15.02(e)). Pinpoint: § 79-4-15.02(a), as amended by HB 789 §39 (2012 Reg. Session).(source) | An unregistered foreign LP may not sue until registered; contracts stay valid, it may defend; partner liability limits aren't waived; the AG may enjoin it; no fee/civil-penalty/deemed-service clause exists.Court access: stated — “A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” (§ 79-14-1002(b)). Cure or stay rule: stated — “A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” (§ 79-14-1002(b)). Fees, taxes, interest and penalties: not stated in the captured sections (§ 79-14-1002, § 79-14-1010, § 79-14-1012 read in full). Civil penalty or fine: not stated in the captured sections (§ 79-14-1002, § 79-14-1010, § 79-14-1012 read in full). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this article.” (§ 79-14-1012). Effect on service of process: not stated in the captured sections (§ 79-14-1002, § 79-14-121 read in full -- § 79-14-121's Section 79-35-13 service-governing rule is expressly limited to a partnership already 'authorized to transact business,' and §§ 79-14-1008(b)/79-14-1011(b)'s Section 79-35-13 service rule applies only after a WITHDRAWAL of an already-registered partnership's registration; neither is triggered by doing business without ever having registered). Member or manager liability: stated — “A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state.” (§ 79-14-1002(d)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state.” (§ 79-14-1002(c)). Pinpoint: § 79-14-1002(b), heading 'Registration to do business in this state.'.(source) |
| MTchecked 2026-10-02 | Mont. Code Ann. § 35-8-1002 bars suit until registered, allows a stay, preserves validity/defense, and sets a $5/day ($1,000/year cap) penalty via the AG; no fees/taxes, injunction, service, or liability rule is stated.Court access: stated — “A foreign limited liability company transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” ((1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign corporation or its successor or assignee requires a certificate of authority. If it determines that a certificate is required, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate.” ((3)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign limited liability company is liable for a civil penalty of $5 for each day, but not to exceed a total of $1,000 for each year, that it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection and deposit them to the general fund.” ((4)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding the provisions of subsections (1) and (2) and except as provided in subsection (6), the failure of a foreign limited liability company to obtain a certificate of authority does not impair the validity of its acts or prevent it from defending any proceeding in this state.” ((5)). Pinpoint: Mont. Code Ann. § 35-8-1002(1)-(6).(source) | Mont. Code Ann. § 35-14-1502 bars suit until registered and preserves validity/defense and shareholder/director liability limits; § 35-14-1512 lets the AG sue to enjoin. No stay, fees/taxes, penalty, or service-of-process rule is stated.Court access: stated — “A foreign corporation doing business in this state may not maintain a proceeding in any court of this state until it is registered to do business in this state.” ((2)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter.” (§ 35-14-1512). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering.” ((5)). Effect on validity or defenses: stated — “Except as provided in subsection (4), the failure of a foreign corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state.” ((3)). Pinpoint: Mont. Code Ann. § 35-14-1502(2)-(6); § 35-14-1512.(source) | Mont. Code Ann. § 35-12-1307 bars suit until registered, preserves validity/defense, exempts partner liability, and makes the secretary of state its service agent; no stay, fees/taxes, penalty, or AG rule is stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” ((2)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” ((5)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.” ((4)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in this state.” ((3)). Pinpoint: Mont. Code Ann. § 35-12-1307(2)-(5).(source) |
| NCchecked 2026-10-02 | An unregistered foreign LLC cannot sue until certified, owes back fees/taxes/interest plus a $10/day ($1,000/year cap) penalty, keeps valid contracts/defense rights, and faces AG recovery or injunction suits.Court access: stated — “No foreign LLC transacting business in this State without permission obtained through a certificate of authority may maintain any proceeding in any court of this State unless the foreign LLC has obtained a certificate of authority prior to trial.” (57D-7-02(a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign LLC failing to obtain a certificate of authority as required by this Chapter is liable to this State for the years, including any partial year, during which it transacted business in this State without a certificate of authority in an amount equal to all fees and taxes that would have been imposed by law on the foreign LLC had it duly applied for and received such permission, plus interest and all penalties imposed by law for failure to pay such fees and taxes.” (57D-7-02(b)). Civil penalty or fine: stated — “In addition, the foreign LLC is liable for a civil penalty of ten dollars ($10.00) for each day, but not to exceed a total of one thousand dollars ($1,000) for each year, including any partial year it transacts business in this State without a certificate of authority.” (57D-7-02(b)). Injunction or attorney-general remedy: stated — “The Attorney General may bring actions to recover all amounts due this State under the provisions of this subsection. […] The Attorney General may maintain an action to restrain a foreign LLC from transacting business in this State in violation of this Article.” (57D-7-02(b); 57D-7-22). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsection (a) of this section, the failure of a foreign LLC to obtain a certificate of authority does not impair the validity of its acts or prevent it from defending any proceeding in this State.” (57D-7-02(c)). Pinpoint: N.C. Gen. Stat. § 57D-7-02(b).(source) | An unregistered foreign corporation cannot sue until certified, owes back fees/taxes/interest plus a $10/day ($1,000/year cap) penalty, keeps valid acts/defense rights, and faces AG recovery suits.Court access: stated — “No foreign corporation transacting business in this State without permission obtained through a certificate of authority under this Chapter or through domestication under prior acts shall be permitted to maintain any action or proceeding in any court of this State unless the foreign corporation has obtained a certificate of authority prior to trial.” (55-15-02(a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign corporation failing to obtain a certificate of authority as required by this Chapter or by prior acts then applicable shall be liable to the State for the years or parts thereof during which it transacted business in this State without a certificate of authority in an amount equal to all fees and taxes which would have been imposed by law upon such corporation had it duly applied for and received such permission, plus interest and all penalties imposed by law for failure to pay such fees and taxes.” (55-15-02(d)). Civil penalty or fine: stated — “In addition, the foreign corporation shall be liable for a civil penalty of ten dollars ($10.00) for each day, but not to exceed a total of one thousand dollars ($1,000) for each year or part thereof, it transacts business in this State without a certificate of authority.” (55-15-02(d)). Injunction or attorney-general remedy: stated — “The Attorney General may bring actions to recover all amounts due the State under the provisions of this subsection.” (55-15-02(d)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsection (a), 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 this State.” (55-15-02(e)). Pinpoint: N.C. Gen. Stat. § 55-15-02(d).(source) | An unregistered foreign LP cannot sue until registered, owes fees/taxes/interest plus $500, keeps valid contracts/defense rights, appoints the SOS its service agent, limited partners stay unliable, and the AG may sue.Court access: stated — “No foreign limited partnership transacting business in this State without permission obtained through a certificate of authority under this Article shall be permitted to maintain any action or proceeding in any court of this State unless such foreign limited partnership shall have obtained a certificate of authority prior to trial.” (59-907(a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited partnership failing to obtain permission to transact business in this State as required by this Article or by prior statutes then applicable shall be liable to the State for the years or parts thereof during which it transacted business in this State without such permission in an amount equal to all fees and taxes which would have been imposed by law upon such foreign limited partnership had it duly applied for and received such permission plus interest and all penalties imposed by law for failure to pay such fees and taxes, plus five hundred dollars ($500.00) and costs.” (59-907(c)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General shall bring actions to recover all amounts due the State under the provisions of this section. […] The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this Article.” (59-907(c); 59-908). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.” (59-907(f)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without registration.” (59-907(e)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of the foreign limited partnership and shall not prevent the foreign limited partnership from defending any action or proceeding in any court of this State.” (59-907(b)). Pinpoint: N.C. Gen. Stat. § 59-907(f).(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-84: court-access bar, savings clause, $5,000 entity/$1,000 officer civil penalties, AG injunction action, SOS-as-agent, and no automatic member/manager liability for a foreign LLC transacting without authority.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” ((1)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign limited liability company that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, not to exceed five thousand dollars. Each governor or, in the absence of governors, each member or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign limited liability company that does not have a certificate is subject to a civil penalty, payable to the state, not to exceed one thousand dollars.” ((5)). Injunction or attorney-general remedy: stated — “The civil penalties set forth in subsection 5 may be recovered in an action brought within the district court of Burleigh County by the attorney general. Upon a finding by the court that a foreign limited liability company or any of its members, governors, or agents have transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of the business of the foreign limited liability company and the further exercise of the rights and privileges of the foreign limited liability company in this state.” ((6)). Effect on service of process: stated — “If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, then it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” ((4)). Member or manager liability: stated — “A member, manager, or governor of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.” ((3)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.” ((2)). Pinpoint: NDCC 10-32.1-84(1)-(6), heading "10-32.1-84. Foreign limited liability company - Effect of failure to have a certificate of authority."(source) | NDCC 10-19.1-142: court-access bar, savings clause, back-fees liability, $5,000/$1,000 civil penalties, AG injunction, SOS-as-agent, no automatic shareholder (“member”) liability for an unregistered foreign corporation.Court access: stated — “A foreign corporation transacting business in this state may not maintain any claim, action, suit, or proceeding in any court of this state until it possesses a certificate of authority.” ((1)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without the certificate in an amount equal to all fees that would have been imposed by this chapter upon that corporation had it duly obtained the certificate, filed all reports required by this chapter, and paid all penalties imposed by this chapter. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.” ((4)). Civil penalty or fine: stated — “A foreign corporation that transacts business in this state without a valid certificate of authority is subject to a civil penalty, payable to the state, and not to exceed five thousand dollars. Each director and each officer or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign corporation that does not have a certificate is subject to a civil penalty, payable to the state, and not to exceed one thousand dollars.” ((5)). Injunction or attorney-general remedy: stated — “The civil penalties set forth in subsection 5 may be recovered in an action brought within the district court of Burleigh County by the attorney general. Upon a finding by the court that a foreign corporation or any of its members, directors, officers, or agents have transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of the business of the foreign corporation and the further exercise of any rights and privileges by the corporation in this state.” ((6)). Effect on service of process: stated — “A foreign corporation, by transacting business in this state without a certificate of authority, appoints the secretary of state as its agent upon whom any notice, process, or demand may be served.” ((3)). Member or manager liability: stated — “A member of a foreign corporation is not liable for the debts and obligations of the corporation solely by reason of the corporation having transacted business in this state without a valid certificate of authority.” ((7)). Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of any contract or act of the foreign corporation or prevent the foreign corporation from defending any claim, action, suit, or proceeding in any court of this state.” ((2)). Pinpoint: NDCC 10-19.1-142(1)-(7), heading "10-19.1-142. Foreign corporation - Transaction of business without certificate of authority."(source) | NDCC 45-10.2-85: court-access bar, savings clause, back-fees liability, $5,000/$1,000 civil penalties, AG injunction, SOS-as-agent, no automatic partner liability for an unregistered foreign LP.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” ((2)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited partnership that transacts business in this state without a certificate of authority is liable to the state for the years or parts of years during which the foreign limited partnership transacted business in this state without the certificate of authority in an amount equal to all fees that would have been imposed by this chapter upon that foreign limited partnership had the foreign limited partnership duly obtained a certificate of authority, filed all reports required by this chapter, and paid all penalties imposed by this chapter. The attorney general shall bring proceedings to recover all amounts due this state under this section.” ((6)). Civil penalty or fine: stated — “A foreign limited partnership that transacts business in this state without a certificate of authority is subject to a civil penalty, payable to the state, not to exceed five thousand dollars. Each general partner and each agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign limited partnership that has not obtained a certificate of authority is subject to a civil penalty, payable to the state, not to exceed one thousand dollars.” ((7)). Injunction or attorney-general remedy: stated — “The civil penalties set forth in subsection 7 may be recovered in an action brought within the district court of Burleigh County by the attorney general. Upon a finding by the court that a foreign limited partnership or any of the general partners or agents of the foreign limited partnership have transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of the business of the foreign limited partnership and further exercise of any rights and privileges by the foreign limited partnership in this state.” ((8)). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, then it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” ((5)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason that the foreign limited partnership has transacted business in this state without a certificate of authority.” ((4)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” ((3)). Pinpoint: NDCC 45-10.2-85(2)-(8), heading "45-10.2-85. Foreign limited partnership - Cancellation of certificate of authority - Effect of failure to have certificate."(source) |
| NEchecked 2026-10-02 | § 21-162 bars an unregistered foreign LLC from suing but preserves contract validity and member/manager non-liability; § 21-163 lets the AG sue to enjoin. No civil penalty or stay-and-cure rule is stated.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (subsec. (a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 21-155 to 21-163.” (§ 21-163). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.” (subsec. (c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.” (subsec. (b)). Pinpoint: Neb. Rev. Stat. § 21-162.(source) | § 21-2,204 bars an unregistered foreign corp. from suing, lets a court stay instead, preserves act validity, and imposes a $500/day civil penalty (cap $10,000/yr). No AG, service-of-process, or liability provision is stated.Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” (subsec. (a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (subsec. (c)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign corporation is liable for a civil penalty of five hundred dollars for each day, but not to exceed a total of ten thousand dollars for each year, it transacts business in this state without a certificate of authority.” (subsec. (d)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b) of this section, 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 this state.” (subsec. (e)). Pinpoint: Neb. Rev. Stat. § 21-2,204.(source) | § 67-286 bars an unregistered foreign LP from suing but preserves contract validity/non-liability; (d) makes unregistered business sufficient contact for personal jurisdiction; § 67-287 AG may sue to restrain.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (subsec. (a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 67-280 to 67-286.” (§ 67-287). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (subsec. (c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or the right of any other party to the contract to maintain any action, suit, or proceeding on the contract or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.” (subsec. (b)). Other stated consequence — personal jurisdiction via unregistered transacting of business: “Transaction of business in this state without registration by a foreign limited partnership shall constitute sufficient contact with this state for the exercise of personal jurisdiction over the partnership in any action arising out of its activity in this state.” Pinpoint: Neb. Rev. Stat. § 67-286.(source) |
| NHchecked 2026-10-02 | RSA 304-C:180 bars suit until registered and fees paid, keeps contracts valid, lets the AG recover fees/penalties, and shields members/managers; RSA 304-C:182 makes the secretary of state agent for service on an unregistered LLC.Court access: stated — “A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered.” (RSA 304-C:180, I). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited liability company which does business in this state without registration shall be liable to the state for the years or parts of the year during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this act upon that foreign limited liability company had it duly registered, and all penalties imposed by this act.” (RSA 304-C:180, IV). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may bring proceedings to recover all amounts due this state under the provisions of this section.” (RSA 304-C:180, IV). Effect on service of process: stated — “Any foreign limited liability company not registered under RSA 304-C:175, doing business in New Hampshire shall be deemed to have appointed and constituted the secretary of state of New Hampshire its agent for the acceptance of legal process in any action, suit, or proceeding, whether criminal or civil, against it in any state or federal court in New Hampshire arising or growing out of any business done by it within New Hampshire.” (RSA 304-C:182, I (expressly triggered by 'not registered under RSA 304-C:175, doing business in New Hampshire')). Member or manager liability: stated — “A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in New Hampshire without registration.” (RSA 304-C:180, III). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in New Hampshire does not: (a) Impair the validity of any contract or act of the foreign limited liability company. (b) Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract. (c) Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of New Hampshire.” (RSA 304-C:180, II). Pinpoint: RSA 304-C:180, I-IV; RSA 304-C:182, I, gc.nh.gov headings '304-C:180 Doing Business Without Registration' and '304-C:182 Service of Process on Unregistered Foreign Limited Liability Companies'.(source) | RSA 293-A:15.02 bars suit (or lets a court stay it) until a certificate issues, keeps corporate acts valid and the right to defend, and lets the AG recover back fees and penalties; no service-of-process or liability rule is stated.Court access: stated — “(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.” (RSA 293-A:15.02(a)-(b)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (RSA 293-A:15.02(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts of any years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by this subdivision upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this subdivision and thereafter filed all required reports. The corporation shall also be liable for any penalties imposed by this subdivision for failure to pay such fees.” (RSA 293-A:15.02(d)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general shall bring proceedings to recover all amounts due under the provisions of this section.” (RSA 293-A:15.02(d)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding RSA 293-A:15.02(a) and (b), 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 this state.” (RSA 293-A:15.02(e)). Pinpoint: RSA 293-A:15.02(a)-(e), gc.nh.gov heading '293-A:15.02 Consequences of Transacting Business Without Authority'.(source) | RSA 304-B:54 bars suit until registered, keeps contracts valid, shields limited partners from general-partner liability, and sets a mail-service method; RSA 304-B:55 lets the AG sue to restrain. No fee/tax/penalty rule is stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (RSA 304-B:54, I). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subdivision.” (RSA 304-B:55). Effect on service of process: stated — “A foreign limited partnership transacting business in this state without registration may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign limited partnership at its principal office.” (RSA 304-B:54, IV). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (RSA 304-B:54, III). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.” (RSA 304-B:54, II). Pinpoint: RSA 304-B:54, I-V; RSA 304-B:55, gc.nh.gov headings '304-B:54 Transaction of Business Without Registration' and '304-B:55 Action by Attorney General'.(source) |
| NJchecked 2026-10-02 | An unregistered foreign LLC may not sue until registered (contracts stay valid, it may defend); it is fined $200/yr, faces an AG injunction, appoints the filing office for service, and members/managers aren't liable solely for the failure.Court access: stated — “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (N.J.S.A. 42:2C-65(a)). Cure or stay rule: stated — “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (N.J.S.A. 42:2C-65(a)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign limited liability company doing business in this State without first having obtained a certificate of authority to transact business shall be fined and shall pay to the State Treasurer $200 for each year or part thereof during which the foreign limited liability company failed to obtain a certificate of authority. The penalty shall be recovered with costs in an action prosecuted by the Attorney General.” (N.J.S.A. 42:2C-66). Injunction or attorney-general remedy: stated — “The Attorney General of the State of New Jersey may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this act.” (N.J.S.A. 42:2C-66). Effect on service of process: stated — “If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the filing office as its agent for service of process for rights of action arising out of the transaction of business in this State.” (N.J.S.A. 42:2C-65(d)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.” (N.J.S.A. 42:2C-65(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this State.” (N.J.S.A. 42:2C-65(b)). Pinpoint: N.J.S.A. 42:2C-65(a).(source) | An unregistered foreign corp. may not sue until registered (contracts stay valid, it may defend); it forfeits a $200-$1,000/yr penalty and faces an AG injunction. No service-agent or director/shareholder liability rule is stated.Court access: stated — “No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State, until such corporation shall have obtained a certificate of authority.” (N.J.S.A. 14A:13-11(1)). Cure or stay rule: stated — “No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State, until such corporation shall have obtained a certificate of authority.” (N.J.S.A. 14A:13-11(1)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “a foreign corporation which transacts business in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, not more than 5 years prior thereto, in which it shall have transacted business in this State without a certificate of authority. Such penalty shall be recovered with costs in an action prosecuted by the Attorney General.” (N.J.S.A. 14A:13-11(3)). Injunction or attorney-general remedy: stated — quote not shown here (not in the linked document) (N.J.S.A. 14A:13-12(1)(a)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action or proceeding in any court of this State.” (N.J.S.A. 14A:13-11(2)). Pinpoint: N.J.S.A. 14A:13-11(1).(source) | An unregistered foreign LP can't sue until registered (contracts stay valid, may defend); forfeits a $200-$1,000/yr penalty, faces an AG injunction, appoints the Sec'y of State for service; a limited partner cures by filing/withdrawing.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain an action in any court of this State until it has obtained a certificate of authority to transact business in this State.” (N.J.S.A. 42:2A-60(a)). Cure or stay rule: stated — “A foreign limited partnership transacting business in this State may not maintain an action in any court of this State until it has obtained a certificate of authority to transact business in this State.” (N.J.S.A. 42:2A-60(a)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign limited partnership which transacts business in this State without a certificate of authority to transact business shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, or part thereof, not more than five years prior thereto, in which it shall have transacted business in this State without the certificate. The penalty shall be recovered with costs in an action prosecuted by the Attorney General.” (N.J.S.A. 42:2A-60(e)). Injunction or attorney-general remedy: stated — quote not shown here (not in the linked document) (N.J.S.A. 42:2A-61(a)). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this State without having obtained a certificate of authority to transact business, appoints the Secretary of State as its agent for service of process with respect to claims arising out of the transaction of business in this State.” (N.J.S.A. 42:2A-60(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having transacted business in this State without having obtained a certificate of authority to transact business; provided that, on ascertaining that no certificate of authority to transact business in this State exists, he promptly: (1) Causes an appropriate certificate of authority to transact business in this State to be executed and filed; or (2) Withdraws from future equity participation in the enterprise pursuant to the laws of the state in which the limited partnership was formed.” (N.J.S.A. 42:2A-60(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to obtain a certificate of authority to transact business in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action in any court of this State.” (N.J.S.A. 42:2A-60(b)). Pinpoint: N.J.S.A. 42:2A-60(a).(source) |
| NMchecked 2026-10-02 | § 53-19-53 bars unregistered foreign LLCs from court access, preserves contract validity/defense, imposes back fees plus a civil penalty up to $200/yr, allows an injunction, makes the SOS the service agent, shields members/managers.Court access: stated — “A foreign limited liability company transacting business in New Mexico may not maintain an action, suit or proceeding in a court of New Mexico until it has registered in New Mexico.” (§ 53-19-53(A)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited liability company that transacts business in New Mexico without a valid registration shall be liable to New Mexico in an amount equal to all fees that would have been imposed by the Limited Liability Company Act on that foreign limited liability company for the years or parts of years during which it transacted business in New Mexico without registration, had it obtained such registration, filed all reports required by that act and paid all penalties imposed by that act.” (§ 53-19-53(D)). Civil penalty or fine: stated — “A foreign limited liability company that transacts business in New Mexico without a valid registration shall be subject to a civil penalty not to exceed two hundred dollars ($200) per year or any part thereof during which business was transacted.” (§ 53-19-53(E)). Injunction or attorney-general remedy: stated — “Upon a finding by the court that a foreign limited liability company or any of its members or managers have transacted business in New Mexico in violation of the Limited Liability Company Act, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in New Mexico.” (§ 53-19-53(F); see also § 53-19-56). Effect on service of process: stated — “A foreign limited liability company, by transacting business in New Mexico without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in New Mexico.” (§ 53-19-53(C)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because such company transacted business in New Mexico without registration.” (§ 53-19-53(G)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in New Mexico does not: (1) impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to a contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of New Mexico.” (§ 53-19-53(B)(1)-(3); nmonesource.com/w/nmos/1528715 section-chunk capture). Pinpoint: NMSA 1978 § 53-19-53(A)-(G), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-19-53 'Transaction of business without registration.'.(source) | § 53-17-20 bars unauthorized foreign corporations (and successors) from court access until certified, preserves contract validity/defense, imposes back fees/taxes plus penalties plus a $200/offense civil penalty; no AG/SOP/liability clause.Court access: stated — “No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor shall any action, suit or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim or demand arising out of the transaction of business by the corporation in this state, until a certificate of authority has been obtained by the corporation or by a corporation which has acquired all or substantially all of its assets.” (§ 53-17-20(A)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed upon the corporation had it applied for and received a certificate of authority to transact business in this state as required by the Business Corporation Act, and thereafter filed all annual reports required by it, plus all penalties for failure to pay the fees and franchise taxes, plus a civil penalty of two hundred dollars ($200) for each offense.” (§ 53-17-20(C)). Civil penalty or fine: stated — “A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed upon the corporation had it applied for and received a certificate of authority to transact business in this state as required by the Business Corporation Act, and thereafter filed all annual reports required by it, plus all penalties for failure to pay the fees and franchise taxes, plus a civil penalty of two hundred dollars ($200) for each offense.” (§ 53-17-20(C)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit or proceeding in any court of this state.” (§ 53-17-20(B)). Pinpoint: NMSA 1978 § 53-17-20(A)-(C), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-17-20 'Transacting business without certificate of authority.'.(source) | § 54-2A-907 bars unauthorized foreign LPs from court access, preserves contract validity/defense, makes the SOS the service agent, shields partners from liability; § 908 gives the AG an injunction remedy; no fee/tax or civil penalty stated.Court access: stated — “A foreign limited partnership transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (§ 54-2A-907(B)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act.” (§ 54-2A-908). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority, cancels its certificate of authority or fails to appoint and maintain an agent for service of process as required by Subsection B of Section 114 [54-2A-114 NMSA 1978] of the Uniform Revised Limited Partnership Act, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.” (§ 54-2A-907(E)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.” (§ 54-2A-907(D)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” (§ 54-2A-907(C)). Pinpoint: NMSA 1978 § 54-2A-907(B)-(E), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-907 'Cancellation of certificate of authority; effect of failure to have certificate.'.(source) |
| NVchecked 2026-10-02 | Nevada fines an unregistered foreign LLC $1,000-$10,000, bars it from Nevada courts until it registers, deems it to have appointed the Secretary of State for service of process, and lets the Attorney General sue to restrain it.Court access: stated — “Every foreign limited-liability company transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.” (NRS 86.548(2)). Cure or stay rule: stated — “may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.” (NRS 86.548(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Every foreign limited-liability company transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.” (NRS 86.548(1)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited-liability company from transacting business in this State in violation of NRS 86.543 to 86.549, inclusive.” (NRS 86.549). Effect on service of process: stated — “A foreign limited-liability company, by transacting business in this State without registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State by the foreign limited-liability company.” (NRS 86.548(6)). Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign limited-liability company to register with the Secretary of State does not impair the validity of any contract or act of the foreign limited-liability company, or prevent the foreign limited-liability company from defending any action, suit or proceeding in any court of this State.” (NRS 86.548(3)). Pinpoint: NRS 86.548.(source) | Nevada fines an unregistered foreign corporation $1,000-$10,000 and bars it from Nevada courts until it fully complies, but preserves the validity of its contracts and its right to defend suits.Court access: stated — “Except as otherwise provided in subsection 3, every corporation which fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive, may not commence or maintain any action or proceeding in any court of this State until it has fully complied with the provisions of NRS 80.010 to 80.040, inclusive.” (NRS 80.055(2)). Cure or stay rule: stated — “An action or proceeding may be commenced by such a corporation if an extraordinary remedy available pursuant to chapter 31 of NRS is all or part of the relief sought. Such an action or proceeding must be dismissed without prejudice if the corporation does not comply with the provisions of NRS 80.010 to 80.040, inclusive, within 45 days after the action or proceeding is commenced.” (NRS 80.055(3)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Every corporation which willfully fails or neglects to comply with the provisions of NRS 80.010 to 80.040, inclusive, is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.” (NRS 80.055(1)). Injunction or attorney-general remedy: stated — “When the Secretary of State is advised that a corporation is doing business in contravention of NRS 80.010 to 80.040, inclusive, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the corporation has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover any applicable fine provided for in this section.” (NRS 80.055(4)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a corporation to comply with the provisions of NRS 80.010 to 80.040, inclusive, does not impair the validity of any contract or act of the corporation, or prevent the corporation from defending any action, suit or proceeding in any court of this State.” (NRS 80.055(6)). Pinpoint: NRS 80.055.(source) | Nevada fines an unregistered foreign LP $1,000-$10,000, bars it from Nevada courts until it registers, deems it to have appointed the Secretary of State for service, and shields limited partners from general-partner liability.Court access: stated — “Every foreign limited partnership transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.” (NRS 88.600(2)). Cure or stay rule: stated — “may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.” (NRS 88.600(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Every foreign limited partnership transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.” (NRS 88.600(1)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of NRS 88.570 to 88.605, inclusive.” (NRS 88.605). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this State without registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.” (NRS 88.600(7)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.” (NRS 88.600(6)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register with the Secretary of State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this State.” (NRS 88.600(3)). Pinpoint: NRS 88.600.(source) |
| NYchecked 2026-10-02 | Under N.Y. LLC Law §§ 808-809 an unauthorized foreign LLC cannot sue until it gets a certificate of authority, keeps contract validity and defenses, appoints the Secretary of State for process, and may be restrained by the Attorney General.Court access: stated — “A foreign limited liability company doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state” (§ 808(a)). Cure or stay rule: stated — “unless and until such limited liability company shall have received a certificate of authority in this state.” (§ 808(a)). Fees, taxes, interest and penalties: not stated in the captured sections (§§ 808(a)-(d) and 809 read in full; no fee, tax, interest or penalty liability stated). Civil penalty or fine: not stated in the captured sections (§§ 808(a)-(d) and 809 read in full; no dollar penalty or fine stated). Injunction or attorney-general remedy: stated — “The attorney general shall, upon his or her own motion or upon the motion of proper parties, bring an action to restrain a foreign limited liability company without a certificate of authority from doing any business in this state in violation of this chapter or from doing any business in this state that is prohibited under the laws of this state.” (§ 809). Effect on service of process: stated — “By doing business in this state without authority, a foreign limited liability company appoints the secretary of state as its agent for service of process with respect to causes of action arising out of doing business in this state. In any such case, process against such foreign limited liability company may be served upon the secretary of state in the manner set forth in article three of this chapter.” (§ 808(d)). Member or manager liability: stated — “A member, manager or agent of a foreign limited liability company is not liable for the contractual obligations or other liabilities of the foreign limited liability company solely by reason of the limited liability company's doing or having done business in this state without having received a certificate of authority.” (§ 808(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company that is doing business in this state to comply with the provisions of this chapter does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action or special proceeding in any court of this state.” (§ 808(b)). Pinpoint: N.Y. Ltd. Liab. Co. Law § 808(a)-(d); nysenate.gov section page headed 'SECTION 808 Doing business without certificate of authority', Article 8 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | Under N.Y. Bus. Corp. Law § 1312 an unauthorized foreign corporation cannot sue until authorized and paid up on accrued fees, taxes, penalties and interest; contracts stay valid and it may defend; § 1303 lets the AG restrain it.Court access: stated — “A foreign corporation doing business in this state without authority shall not maintain any action or special proceeding in this state […] This prohibition shall apply to any successor in interest of such foreign corporation.” (§ 1312(a)). Cure or stay rule: stated — “unless and until such corporation has been authorized to do business in this state and it has paid to the state all fees and taxes imposed under the tax law or any related statute, as defined in section eighteen hundred of such law, as well as penalties and interest charges related thereto, accrued against the corporation.” (§ 1312(a)). Fees, taxes, interest and penalties: stated — “it has paid to the state all fees and taxes imposed under the tax law or any related statute, as defined in section eighteen hundred of such law, as well as penalties and interest charges related thereto, accrued against the corporation.” (§ 1312(a) (payment of accrued fees, taxes, penalties and interest is a condition of maintaining an action)). Civil penalty or fine: not stated in the captured sections (§§ 1312(a)-(b) and 1303 read in full; no dollar penalty or fine for doing business without authority stated). Injunction or attorney-general remedy: stated — “The attorney-general may bring an action to restrain a foreign corporation from doing in this state without authority any business for the doing of which it is required to be authorized in this state, or from doing in this state any business not set forth in its application for authority or certificate of amendment filed by the department of state.” (§ 1303). Effect on service of process: not stated in the captured sections (§§ 1312(a)-(b) and 1303 read in full; neither section contains or cross-references an appointment of the secretary of state as agent for an unauthorized foreign corporation). Member or manager liability: not stated in the captured sections (§§ 1312(a)-(b) and 1303 read in full; no shareholder, director or officer liability rule stated). Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.” (§ 1312(b)). Pinpoint: N.Y. Bus. Corp. Law § 1312(a)-(b); nysenate.gov section page headed 'SECTION 1312 Actions or special proceedings by unauthorized foreign corporations', Article 13 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | Under N.Y. Partnership Law §§ 121-907 to 121-908 an unauthorized foreign LP cannot sue until it gets a certificate of authority, keeps contract validity and defenses, appoints the Secretary of State for process, and may be restrained.Court access: stated — “A foreign limited partnership doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state” (§ 121-907(a)). Cure or stay rule: stated — “unless and until such partnership shall have received a certificate of authority in this state.” (§ 121-907(a)). Fees, taxes, interest and penalties: not stated in the captured sections (§§ 121-907(a)-(d) and 121-908 read in full; no fee, tax, interest or penalty liability stated). Civil penalty or fine: not stated in the captured sections (§§ 121-907(a)-(d) and 121-908 read in full; no dollar penalty or fine stated). Injunction or attorney-general remedy: stated — “The attorney general shall, upon his own motion or upon the motion of proper parties, bring an action to restrain a foreign limited partnership without a certificate of authority from doing any business in this state in violation of this article, or from doing any business in this state which is prohibited under the laws of this state.” (§ 121-908). Effect on service of process: stated — “A foreign limited partnership by doing business in this state without authority appoints the secretary of state as its agent for service of process with respect to causes of action arising out of doing business in this state. In any such case, process against such foreign limited partnership may be served upon the secretary of state in the manner set forth in section 121-109 of this article.” (§ 121-907(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership's doing or having done business in this state without having received a certificate of authority.” (§ 121-907(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership that is doing business in this state to comply with the provision of this article does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or special proceeding in any court of this state.” (§ 121-907(b)). Pinpoint: N.Y. P'ship Law § 121-907(a)-(d); nysenate.gov section page headed 'SECTION 121-907 Doing business without certificate of authority', Article 8-A (page shows 'Viewing most recent revision (from 2014-09-22)').(source) |
| OHchecked 2026-10-02 | An unregistered foreign LLC in Ohio can't sue for debt collection (court may stay pending registration), owes the SOS fee, faces an AG injunction, but contracts stay valid and members aren't liable solely for this; R.C. 1706.515(A)-(F).Court access: stated — “No foreign limited liability company, or a series thereof, transacting business in this state, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts unless an effective registration as a limited liability company for the foreign limited liability company is on file in the records of the secretary of state.” (R.C. 1706.515(A)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign limited liability company, or series thereof, until it determines whether the foreign limited liability company should have a registration as a limited liability company on file in the records of the secretary of state. If the court determines that the foreign limited liability company should have a registration as a limited liability company on file in the records of the secretary of state, the court may further stay the proceeding until there is an effective registration as a limited liability company on file in the records of the secretary of state with respect to the foreign limited liability company.” (R.C. 1706.515(B)). Fees, taxes, interest and penalties: stated — “If a foreign limited liability company, or a series thereof, conducts activities in this state without having on file in the records of the secretary of state a registration as a foreign limited liability company, the foreign limited liability company shall be liable to this state for an amount equal to the fee as prescribed by the secretary of state from time to time. No registration as a foreign limited liability company shall be filed until payment of the amounts due under this division is made.” (R.C. 1706.515(C)). Civil penalty or fine: not stated in the captured sections (R.C. 1706.515(D) refers to 'the imposition of a civil penalty' as an alternative to an injunction, but no section captured in Chapter 1706 states a dollar amount, rate, or cap for that civil penalty; the only dollar-denominated consequence stated in the captured sections is the R.C. 1706.515(C) fee-equivalent liability, recorded under fees, taxes, interest and penalties). Injunction or attorney-general remedy: stated — “The amounts due to this state under division (C) of this section may be recovered in an action brought by the attorney general. Upon a finding by the court that a foreign limited liability company, or series thereof, has conducted activities in this state in violation of sections 1706.51 to 1706.515 of the Revised Code, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conducting of activities by the foreign limited liability company and all of its series, and the further exercise of any rights and privileges of a foreign limited liability company in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign limited liability company has otherwise complied with sections 1706.51 to 1706.515 of the Revised Code.” (R.C. 1706.515(D)). Effect on service of process: not stated in the captured sections (R.C. 1706.515 read in full, and the chapter's statutory-agent service mechanism (secretary of state as fallback agent when an agent cannot be found or an agent requirement was not maintained) found in the chapter's agent-for-service provision; that fallback is triggered by failure to maintain an agent, not by transacting business without a registration on file, so it does not support this leaf). Member or manager liability: stated — “Neither a member nor agent of a foreign limited liability company nor a member associated with a series or agent of a series, is liable for the debts, obligations, or other liabilities of the foreign limited liability company, or a series thereof, solely because the foreign limited liability company, or a series thereof, conducted activities in this state without a registration as a foreign limited liability company being on file in the records of the secretary of state.” (R.C. 1706.515(F)). Effect on validity or defenses: stated — “Notwithstanding divisions (A) and (B) of this section, the conducting of activities in this state by a foreign limited liability company, or a series thereof, without having a registration as a foreign limited liability company on file in the records of the secretary of state does not impair the validity of the acts of the foreign limited liability company, or a series thereof, or prevent the foreign limited liability company, or a series thereof, from defending any proceeding in this state.” (R.C. 1706.515(E)). Pinpoint: R.C. 1706.515(A)-(F).(source) | An unlicensed foreign corp in Ohio can't sue until licensed, owes back fees/taxes plus 6% interest and a $250-$10,000 forfeiture, and is deemed to appoint the SOS for service; its officer who transacts business commits a misdemeanor.Court access: stated — “The failure of any corporation to obtain a license under sections 1703.01 to 1703.31 of the Revised Code, does not affect the validity of any contract with such corporation, but no foreign corporation that should have obtained such license shall maintain any action in any court until it has obtained such license.” (R.C. 1703.29(A)). Cure or stay rule: stated — “Before any such corporation shall maintain such action on any cause of action arising at the time when it was not licensed to transact business in this state, it shall pay to the secretary of state a forfeiture of two hundred fifty dollars and file in the secretary of state's office the papers required by divisions (B) or (C) of this section, whichever is applicable.” (R.C. 1703.29(A)). Fees, taxes, interest and penalties: stated — “In addition to such forfeiture the court shall require that the corporation pay all amounts it should have paid under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, as a filing fee and as annual franchise taxes, plus interest thereon at the rate of six per cent per annum, for all years in which the court determines it was transacting business in this state without being so licensed and shall render judgment for such amount.” (R.C. 1703.28). Civil penalty or fine: stated — “Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, which transacts business in this state without being so licensed, or when its license has expired or been canceled and has not been reinstated, shall forfeit not less than two hundred fifty dollars nor more than ten thousand dollars.” (R.C. 1703.28; the statute's own term is 'forfeit', not 'civil penalty' or 'fine' -- recorded here because it is a one-time dollar-ranged, non-tax punitive amount for transacting business unlicensed, distinct from the back fees/taxes/interest liability). Injunction or attorney-general remedy: stated — “Such forfeiture shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in any county in which the corporation has transacted business or has property or a place of business, by the attorney general or by the prosecuting attorney.” (R.C. 1703.28). Effect on service of process: stated — “Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 of the Revised Code, which transacts business in this state without being so licensed, shall be conclusively presumed to have designated the secretary of state as its agent for the service of process in any action against such corporation arising out of acts or omissions of such corporation within this state, including, without limitation, any action to recover the statutory forfeiture for failure to be so licensed.” (R.C. 1703.191). Member or manager liability: not stated in the captured sections (R.C. 1703.01 to 1703.31, 1703.99 read in full; no clause states that shareholders, directors, or officers are or are not personally liable solely because the corporation transacted business unlicensed). Effect on validity or defenses: stated — “The failure of any corporation to obtain a license under sections 1703.01 to 1703.31 of the Revised Code, does not affect the validity of any contract with such corporation,” (R.C. 1703.29(A); the captured sections state the validity-of-contracts rule but do not separately state a right to defend an action). Other stated consequence — officer criminal misdemeanor for transacting business on behalf of an unlicensed corporation: “No officer of a foreign corporation shall transact business in this state on its behalf, if such corporation is required by sections 1703.01 to 1703.31 , inclusive, of the Revised Code, to procure and maintain a license but has not done so. […] Whoever violates section 1703.30 of the Revised Code is guilty of a misdemeanor of the fourth degree.” Pinpoint: R.C. 1703.28, 1703.29(A), 1703.191, 1703.30, 1703.99.(source) | An unregistered foreign LP in Ohio can't sue until it registers, faces an SOS restraint action, and is deemed to appoint the SOS for service; contracts stay valid, partners aren't liable solely for this; R.C. 1782.54(A)-(D), 1782.55.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (R.C. 1782.54(A)). Cure or stay rule: not stated in the captured sections (R.C. 1782.48 to 1782.55 read in full; no stay provision, only the direct bar-until-registered rule in R.C. 1782.54(A) (the ending of that bar on registering is recorded in the separate top-level 'cure' field)). Fees, taxes, interest and penalties: not stated in the captured sections (R.C. 1782.48 to 1782.55 read in full; no clause makes an unregistered foreign LP liable for fees, taxes, interest, or penalties it would have paid had it registered). Civil penalty or fine: not stated in the captured sections (R.C. 1782.48 to 1782.55 read in full; no dollar civil penalty or fine for transacting business unregistered is stated). Injunction or attorney-general remedy: stated — “The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 1782.48 to 1758.54 of the Revised Code.” (R.C. 1782.55). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, hereby appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.” (R.C. 1782.54(D)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having transacted business in this state without registration.” (R.C. 1782.54(C)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.” (R.C. 1782.54(B)). Pinpoint: R.C. 1782.54(A)-(D), 1782.55.(source) |
| OKchecked 2026-10-02 | Unregistered foreign LLCs may not sue until registered, stay bound by/can defend contracts, appoint the SOS for service, shield members from liability, and face an AG injunction; no civil penalty or back-fee provision is stated.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state as provided in this act.” (Section 2048(A)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this act.” (Section 2050). Effect on service of process: stated — “A foreign limited liability company, by transacting business in this state without registration, appoints the Office of the Secretary of State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state.” (Section 2048(C)). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of such company's having transacted business in this state without a valid certificate of registration.” (Section 2048(D)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.” (Section 2048(B)). Pinpoint: 18 O.S. Sections 2048, 2050, p.574-577.(source) | An unqualified foreign corp can't sue until authorized and back fees/taxes paid, but contracts stay valid; fined $200-500/offense, SOS is service agent, courts may enjoin, SOS may revoke for fee defaults.Court access: stated — “A foreign corporation which is required to comply with the provisions of Sections 130 and 131 of this act and which has done business in this state without authority shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized to do business in this state and has paid to the state all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.” (Section 1137(A)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “has paid to the state all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this state without authority” (Section 1137(A)). Civil penalty or fine: stated — “Any foreign corporation doing business of any kind in this state without first having complied with any provision of the Oklahoma General Corporation Act applicable to it, shall be fined not less than Two Hundred Dollars ($200.00) nor more than Five Hundred Dollars ($500.00) for each such offense.” (Section 1134(A)). Injunction or attorney-general remedy: stated — “The district court shall have jurisdiction to enjoin any foreign corporation, or any agent thereof, from transacting any business in this state if such corporation has failed to comply with any provision of the Oklahoma General Corporation Act applicable to it or if such corporation has secured a certificate of the Secretary of State pursuant to the provisions of Section 130 of this act on the basis of false or misleading representations.” (Section 1138). Effect on service of process: stated — “If any foreign corporation shall transact business in this state without having qualified to do business in accordance with the provisions of Section 1130 of this title, service on the corporation may be made by serving the Secretary of State as its agent as provided in Section 2004 of Title 12 of the Oklahoma Statutes.” (Section 1136(A)). Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.” (Section 1137(B)). Other stated consequence — administrative revocation of certificate of authority for fee/certificate default: “may be ousted from this state by the Secretary of State and its certificate of authority to do business in this state revoked and canceled” Other stated consequence — daily forfeiture penalty for continued fee/certificate noncompliance after notice: “after notice required in paragraph 1 above, shall be subject to a penalty and shall forfeit to the state for each day it fails to comply with the provisions of this subsection, the sum of Twenty-five Dollars ($25.00) per day but not more than Five Hundred Dollars ($500.00) for each such offense.” Pinpoint: 18 O.S. Sections 1134-1138, p.478-483.(source) | An unregistered foreign LP can't sue until certified, but contracts stay valid; it appoints the SOS for service, partners aren't liable solely for the lapse, and the AG may seek an injunction; no civil penalty stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (Section 500-907A(b)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (Section 500-908A). Effect on service of process: stated — “If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state.” (Section 500-907A(e)). Member or manager liability: stated — “A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.” (Section 500-907A(d)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.” (Section 500-907A(c)). Pinpoint: 54 O.S. Sections 500-907A, 500-908A, p.137-138.(source) |
| ORchecked 2026-10-02 | An unauthorized foreign LLC can't sue in Oregon (court may stay the case), owes back fees, keeps valid contracts/defenses; members aren't liable for the lapse; SOS becomes its service agent.Court access: stated — “A foreign limited liability company transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.” (ORS 63.704(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the authorization.” (ORS 63.704(3)). Fees, taxes, interest and penalties: stated — “A foreign limited liability company that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon the foreign limited liability company had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.” (ORS 63.704(4)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: stated — “The Secretary of State shall be an agent of a foreign limited liability company upon whom any process, notice or demand may be served, if: […] (c) The foreign limited liability company is transacting business in this state without being authorized as provided in this chapter;” (ORS 63.731(2)(c)). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for the debts and obligations of the foreign limited liability company solely by reason of the foreign limited liability company's having transacted business in this state without authority.” (ORS 63.704(6)). Effect on validity or defenses: stated — “Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability company to obtain authority to transact business in this state does not impair the validity of its acts or prevent it from defending any proceeding in this state.” (ORS 63.704(5)). Pinpoint: ORS 63.704(1).(source) | An unauthorized foreign corp can't sue in Oregon (court may stay the case), owes back fees, keeps valid contracts/defenses; SOS becomes its service agent. No civil penalty or liability rule stated.Court access: stated — “A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.” (ORS 60.704(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the authorization.” (ORS 60.704(3)). Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon such corporation had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.” (ORS 60.704(4)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: stated — “The Secretary of State shall be an agent of a foreign corporation upon whom any process, notice or demand may be served, if: […] (c) The corporation is transacting business in this state without being authorized as provided in this chapter;” (ORS 60.731(2)(c)). Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.” (ORS 60.704(5)). Pinpoint: ORS 60.704(1).(source) | An unauthorized foreign LP can't sue in Oregon, keeps valid contracts/defenses; limited partners aren't liable for the lapse; AG may sue to restrain it; SOS becomes its service agent.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state.” (ORS 70.380(1)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of ORS 70.350 to 70.385.” (ORS 70.385). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.” (ORS 70.380(4)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (ORS 70.380(3)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in any court of this state.” (ORS 70.380(2)). Pinpoint: ORS 70.380(1).(source) |
| PAchecked 2026-10-02 | A foreign llc doing business in PA without registering may not sue in PA courts until registered, but its contracts/acts remain valid and interest holders' liability limitation is not waived; PA states no civil penalty, AG injunction, SOP-aCourt access: stated — “A foreign filing association or foreign limited liability partnership doing business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it is registered to do business under this chapter.” (§ 411(b)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governor of a foreign filing association or of a partner of a foreign limited liability partnership is not waived solely because the foreign filing association or foreign limited liability partnership does business in this Commonwealth without registering.” (§ 411(d)). Effect on validity or defenses: stated — “The failure of a foreign filing association or foreign limited liability partnership to register to do business in this Commonwealth does not impair the validity of a contract or act of the foreign filing association or foreign limited liability partnership or preclude it from defending an action or proceeding in this Commonwealth.” (§ 411(c)). Pinpoint: 15 Pa.C.S. § 411(b)-(d).(source) | A foreign corp doing business in PA without registering may not sue in PA courts until registered, but its contracts/acts remain valid and interest holders' liability limitation is not waived; PA states no civil penalty, AG injunction, SOP-Court access: stated — “A foreign filing association or foreign limited liability partnership doing business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it is registered to do business under this chapter.” (§ 411(b)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governor of a foreign filing association or of a partner of a foreign limited liability partnership is not waived solely because the foreign filing association or foreign limited liability partnership does business in this Commonwealth without registering.” (§ 411(d)). Effect on validity or defenses: stated — “The failure of a foreign filing association or foreign limited liability partnership to register to do business in this Commonwealth does not impair the validity of a contract or act of the foreign filing association or foreign limited liability partnership or preclude it from defending an action or proceeding in this Commonwealth.” (§ 411(c)). Pinpoint: 15 Pa.C.S. § 411(b)-(d).(source) | A foreign lp doing business in PA without registering may not sue in PA courts until registered, but its contracts/acts remain valid and interest holders' liability limitation is not waived; PA states no civil penalty, AG injunction, SOP-apCourt access: stated — “A foreign filing association or foreign limited liability partnership doing business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it is registered to do business under this chapter.” (§ 411(b)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governor of a foreign filing association or of a partner of a foreign limited liability partnership is not waived solely because the foreign filing association or foreign limited liability partnership does business in this Commonwealth without registering.” (§ 411(d)). Effect on validity or defenses: stated — “The failure of a foreign filing association or foreign limited liability partnership to register to do business in this Commonwealth does not impair the validity of a contract or act of the foreign filing association or foreign limited liability partnership or preclude it from defending an action or proceeding in this Commonwealth.” (§ 411(c)). Pinpoint: 15 Pa.C.S. § 411(b)-(d).(source) |
| RIchecked 2026-10-02 | Rhode Island bars an unregistered foreign LLC from court access, keeps its contracts and defenses valid, makes it the secretary of state's service-of-process appointee, and shields members from liability solely for the lapse.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (7-16-54(a)). Cure or stay rule: stated — “A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (7-16-54(a)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general of this state may maintain an action in the superior court to restrain any foreign limited liability company or any of its agents from transacting any business in this state in violation of this chapter or if the limited liability company has failed to comply with any section of this chapter applicable to it or if the limited liability company has secured a certificate of the secretary of state under § 7-16-50 on the basis of an inaccurate statement.” (7-16-55). Effect on service of process: stated — “A foreign limited liability company, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process as to claims for relief or causes of action arising out of the transaction of business in this state.” (7-16-54(c)). Member or manager liability: stated — “A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of the company’s having transacted business in this state without a valid certificate of registration.” (7-16-54(d)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.” (7-16-54(b)). Pinpoint: 7-16-54(a).(source) | Rhode Island bars an unregistered foreign corporation from court access, keeps contracts valid, and makes it liable for fees, franchise taxes and penalties it would have owed.Court access: stated — “No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor may any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the transaction of business by the corporation in this state, until a certificate of authority has been obtained by the corporation or by its successor.” (7-1.2-1418(a)). Cure or stay rule: stated — “No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority.” (7-1.2-1418(a)). Fees, taxes, interest and penalties: stated — “A foreign corporation which transacts business in this state without a certificate of authority is liable to this state, for the years or parts of years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed upon the corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees and franchise taxes.” (7-1.2-1418(c)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The superior court has jurisdiction to enjoin any foreign corporation, or any agent of a foreign corporation, from transacting any business in this state if the corporation fails to comply with any section of this chapter applicable to it or if the corporation secured a certificate of the secretary of state under §§ 7-1.2-1405 and 7-1.2-1406 on the basis of false or misleading representations. The attorney general may, upon motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which the corporation is doing business.” (7-1.2-1418(d)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.” (7-1.2-1418(b)). Pinpoint: 7-1.2-1418(a).(source) | Rhode Island bars an unregistered foreign limited partnership from court access, keeps its contracts and defenses valid, and preserves partner liability limits.Court access: stated — “A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” (7-13.1-1002(b)). Cure or stay rule: stated — “A foreign limited partnership may not do business in this state until it registers with the secretary of state under this part.” (7-13.1-1002(a)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this chapter.” (7-13.1-1014). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state.” (7-13.1-1002(d)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state.” (7-13.1-1002(c)). Pinpoint: 7-13.1-1002(b).(source) |
| SCchecked 2026-10-02 | A foreign LLC without a certificate of authority can't sue in SC courts, its acts remain valid, members/managers aren't liable solely for noncompliance, it is deemed to appoint the SOS for service, and the AG may seek to restrain it.Court access: stated — “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” (33-44-1008(a)). Cure or stay rule: not stated in the captured sections (33-44-1008). Fees, taxes, interest and penalties: not stated in the captured sections (33-44-1008). Civil penalty or fine: not stated in the captured sections (33-44-1008). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this article.” (33-44-1009). Effect on service of process: stated — “If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims for relief arising out of the transaction of business in this State.” (33-44-1008(d)). Member or manager liability: stated — “Limitations on personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority.” (33-44-1008(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.” (33-44-1008(b)). Pinpoint: S.C. Code Ann. Section 33-44-1008, Chapter 44 Article 10.(source) | A foreign corp without a certificate of authority can't sue in SC courts (court may stay rather than dismiss), owes a $10/day civil penalty capped at $1,000/yr, AG collects it, and its acts/defenses remain valid.Court access: stated — “A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority.” (33-15-102(a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (33-15-102(c)). Fees, taxes, interest and penalties: not stated in the captured sections (33-15-102). Civil penalty or fine: stated — “A foreign corporation is liable for a civil penalty of ten dollars for each day but not to exceed a total of one thousand dollars for each year it transacts business in this State without a certificate of authority. The Attorney General may collect all penalties due under this subsection.” (33-15-102(d)). Injunction or attorney-general remedy: not stated in the captured sections (33-15-102). Effect on service of process: not stated in the captured sections (33-15-102). Member or manager liability: not stated in the captured sections (33-15-102). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b), 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 this State.” (33-15-102(e)). Pinpoint: S.C. Code Ann. Section 33-15-102, Chapter 15 Article 1.(source) | An unregistered foreign LP can't sue in SC courts, though contracts/acts stay valid; limited partners aren't liable as general partners for it; it is deemed to appoint the SOS for service; and the AG may restrain it.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.” (33-42-1670(a)). Cure or stay rule: not stated in the captured sections (33-42-1670). Fees, taxes, interest and penalties: not stated in the captured sections (33-42-1670). Civil penalty or fine: not stated in the captured sections (33-42-1670). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter.” (33-42-1680). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.” (33-42-1670(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.” (33-42-1670(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.” (33-42-1670(b)). Pinpoint: S.C. Code Ann. Section 33-42-1670, Chapter 42 Article 9.(source) |
| SDchecked 2026-10-02 | An unregistered foreign LLC cannot sue, must appoint the SOS for service, keeps valid contracts/defenses, shields members/managers from liability, and may be enjoined by the AG; no penalty or fees/taxes consequence is stated.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (47-34A-1008(a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this article.” (47-34A-1009). Effect on service of process: stated — “If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of actions arising out of the transaction of business in this state.” (47-34A-1008(d)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debt, obligations, or other liabilities of the company solely because the company transacted business in that state without a certificate of authority.” (47-34A-1008(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.” (47-34A-1008(b)). Pinpoint: SDCL § 47-34A-1008.(source) | An unregistered foreign corp can't sue (stay pending cure) and owes a $100/day penalty ($1,000/yr cap, AG-collectible); acts stay valid, defenses survive; no fees/taxes, SOP, or shareholder-liability consequence stated.Court access: stated — “A foreign corporation transacting business in this 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 successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.” (47-1A-1502). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (47-1A-1502.1). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of one thousand dollars for each year, it transacts business in this state without a certificate of authority.” (47-1A-1502.2). Injunction or attorney-general remedy: stated — “The attorney general may collect all penalties due under this section.” (47-1A-1502.2). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “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 this state.” (47-1A-1502.2). Pinpoint: SDCL § 47-1A-1502.(source) | An unregistered foreign LP cannot sue, must appoint the SOS for service, keeps valid contracts/defenses, shields limited partners from general-partner liability; AG may restrain it; no penalty or fees/taxes consequence stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (48-7-907). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of any provision of this chapter regulating the activities of foreign limited partnerships.” (48-7-908). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to claims for relief or causes of action arising out of the transaction of business in this state.” (48-7-907). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (48-7-907). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.” (48-7-907). Pinpoint: SDCL § 48-7-907.(source) |
| TNchecked 2026-10-02 | § 913: an unregistered foreign LLC may not sue in TN courts until it qualifies; contracts stay valid; it is fined 3x the filing fee per year unregistered; members aren't liable solely for the lapse. § 914 lets the AG enjoin it.Court access: stated — “A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” (48-249-913(a) (bill § 913(a))). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign LLC, its successor or transferee, until it determines whether the foreign LLC or its successor is required to obtain a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate of authority.” (48-249-913(c) (bill § 913(c))). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “A foreign LLC transacting business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part thereof during which the foreign LLC failed to have such certificate of authority.” (48-249-913(d) (bill § 913(d))). Injunction or attorney-general remedy: stated — “The attorney general and reporter shall, upon the attorney general and reporter’s own motion or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which a foreign LLC is transacting or has transacted business to enjoin the foreign LLC or any representative thereof from transacting any business in this state if the foreign LLC has failed to obtain or maintain a certificate of authority or if the foreign LLC has secured a certificate of authority from the secretary of state under § [904] on the basis of false or misleading representations. The reasonable attorney fees and expenses of such proceeding by the attorney general and reporter may be recovered from the foreign LLC at the discretion of the court if an injunction is obtained.” (48-249-914 (bill § 914)). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC solely by reason of the foreign LLC’s having transacted business in this state without a valid certificate of authority.” (48-249-913(g) (bill § 913(g))). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair: (1) The validity of any contract or act of the foreign LLC; (2) The right of any other party to the contract to maintain any proceeding on the contract; or (3) The foreign LLC from defending any proceeding in any court of this state.” (48-249-913(f) (bill § 913(f))). Pinpoint: bill § 913 (codified Tenn. Code Ann. § 48-249-913), heading '913. Transaction of Business Without Certificate of Authority.'.(source) | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | § 1002(b): an unregistered foreign LP may not sue until it registers and pays accrued fees; contracts stay valid; partner liability isn't waived for the lapse; it's fined 3x the filing fee/yr. § 1013 lets the AG enjoin it.Court access: stated — “A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.” (61-3-1002(b) (bill § 1002(b))). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the othenrise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state.” (61-3-1002(f) (bill § 1002(f); source text renders the subsection marker as '(0' -- OCR artifact)). Injunction or attorney-general remedy: stated — “The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part.” (61-3-1013 (bill § 1013)). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.” (61-3-1002(d) (bill § 1002(d))). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state.” (61-3-1002(c) (bill § 1002(c))). Pinpoint: bill § 1002(b) (codified Tenn. Code Ann. § 61-3-1002(b)).(source) |
| TXchecked 2026-10-02 | Sec. 9.051(b) bars suit until registered, preserving contract validity/defense rights; Sec. 9.052 is a civil penalty for fees/taxes owed; AG may enjoin; § 5.251(2)(B): SOS is its service agent while unregistered.Court access: stated — “A foreign filing entity or the entity's legal representative may not maintain an action, suit, or proceeding in a court of this state, brought either directly by the entity or in the form of a derivative action in the entity's name, on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter. This subsection does not affect the rights of an assignee of the foreign filing entity as: (1) the holder in due course of a negotiable instrument; or (2) the bona fide purchaser for value of a warehouse receipt, security, or other instrument made negotiable by law.” (§ 9.051(b)). Cure or stay rule: stated — “unless the foreign filing entity is registered in accordance with this chapter” (§ 9.051(b)). Fees, taxes, interest and penalties: stated — “A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.” (§ 9.052(a)). Civil penalty or fine: stated — “A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.” (§ 9.052(a)). Injunction or attorney-general remedy: stated — “On application by the attorney general, a court may enjoin a foreign filing entity or the entity's agent from transacting business in this state if: (1) the entity is not registered in this state; or (2) the entity's registration is obtained on the basis of a false or misleading representation.” (§ 9.051(a)). Effect on service of process: stated — “The secretary of state is an agent of an entity for purposes of service of process, notice, or demand on the entity if: […] (2) the entity is a foreign filing entity and: […] (B) the entity transacts business in this state without being registered as required by Chapter 9.” (§ 5.251(2)(B)). Member or manager liability: stated — “except as provided by Subsection (d), cause any owner, member, or managerial official of the foreign filing entity to become liable for the debts, obligations, or liabilities of the foreign filing entity.” (§ 9.051(c)(3)). Effect on validity or defenses: stated — “The failure of a foreign filing entity to register does not: (1) affect the validity of any contract or act of the foreign filing entity; (2) prevent the entity from defending an action, suit, or proceeding in a court in this state;” (§ 9.051(c)(1)-(2)). Pinpoint: Tex. Bus. Orgs. Code § 9.051(a)-(d), § 9.052(a)-(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter B page, headings 'Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.' and 'Sec. 9.052. CIVIL PENALTY.'.(source) | Sec. 9.051(b) bars suit until registered, preserving contract validity/defense rights; Sec. 9.052 is a civil penalty for fees/taxes owed; AG may enjoin; § 5.251(2)(B): SOS is its service agent while unregistered.Court access: stated — “A foreign filing entity or the entity's legal representative may not maintain an action, suit, or proceeding in a court of this state, brought either directly by the entity or in the form of a derivative action in the entity's name, on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter. This subsection does not affect the rights of an assignee of the foreign filing entity as: (1) the holder in due course of a negotiable instrument; or (2) the bona fide purchaser for value of a warehouse receipt, security, or other instrument made negotiable by law.” (§ 9.051(b)). Cure or stay rule: stated — “unless the foreign filing entity is registered in accordance with this chapter” (§ 9.051(b)). Fees, taxes, interest and penalties: stated — “A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.” (§ 9.052(a)). Civil penalty or fine: stated — “A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.” (§ 9.052(a)). Injunction or attorney-general remedy: stated — “On application by the attorney general, a court may enjoin a foreign filing entity or the entity's agent from transacting business in this state if: (1) the entity is not registered in this state; or (2) the entity's registration is obtained on the basis of a false or misleading representation.” (§ 9.051(a)). Effect on service of process: stated — “The secretary of state is an agent of an entity for purposes of service of process, notice, or demand on the entity if: […] (2) the entity is a foreign filing entity and: […] (B) the entity transacts business in this state without being registered as required by Chapter 9.” (§ 5.251(2)(B)). Member or manager liability: stated — “except as provided by Subsection (d), cause any owner, member, or managerial official of the foreign filing entity to become liable for the debts, obligations, or liabilities of the foreign filing entity.” (§ 9.051(c)(3)). Effect on validity or defenses: stated — “The failure of a foreign filing entity to register does not: (1) affect the validity of any contract or act of the foreign filing entity; (2) prevent the entity from defending an action, suit, or proceeding in a court in this state;” (§ 9.051(c)(1)-(2)). Pinpoint: Tex. Bus. Orgs. Code § 9.051(a)-(d), § 9.052(a)-(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter B page, headings 'Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.' and 'Sec. 9.052. CIVIL PENALTY.'.(source) | Sec. 9.051(b) bars suit until registered, preserving contract validity/defense rights; Sec. 9.052: civil penalty for fees/taxes owed; AG may enjoin; § 5.251(2)(B): SOS is service agent; (d): no owner immunity for an LP general partner.Court access: stated — “A foreign filing entity or the entity's legal representative may not maintain an action, suit, or proceeding in a court of this state, brought either directly by the entity or in the form of a derivative action in the entity's name, on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter. This subsection does not affect the rights of an assignee of the foreign filing entity as: (1) the holder in due course of a negotiable instrument; or (2) the bona fide purchaser for value of a warehouse receipt, security, or other instrument made negotiable by law.” (§ 9.051(b)). Cure or stay rule: stated — “unless the foreign filing entity is registered in accordance with this chapter” (§ 9.051(b)). Fees, taxes, interest and penalties: stated — “A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.” (§ 9.052(a)). Civil penalty or fine: stated — “A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all: (1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and (2) penalties and interest imposed by law for failure to pay those fees and taxes.” (§ 9.052(a)). Injunction or attorney-general remedy: stated — “On application by the attorney general, a court may enjoin a foreign filing entity or the entity's agent from transacting business in this state if: (1) the entity is not registered in this state; or (2) the entity's registration is obtained on the basis of a false or misleading representation.” (§ 9.051(a)). Effect on service of process: stated — “The secretary of state is an agent of an entity for purposes of service of process, notice, or demand on the entity if: […] (2) the entity is a foreign filing entity and: […] (B) the entity transacts business in this state without being registered as required by Chapter 9.” (§ 5.251(2)(B)). Member or manager liability: stated — “except as provided by Subsection (d), cause any owner, member, or managerial official of the foreign filing entity to become liable for the debts, obligations, or liabilities of the foreign filing entity. (d) Subsection (c)(3) does not apply to a general partner of a foreign limited partnership.” (§ 9.051(c)(3), (d)). Effect on validity or defenses: stated — “The failure of a foreign filing entity to register does not: (1) affect the validity of any contract or act of the foreign filing entity; (2) prevent the entity from defending an action, suit, or proceeding in a court in this state;” (§ 9.051(c)(1)-(2)). Pinpoint: Tex. Bus. Orgs. Code § 9.051(a)-(d), § 9.052(a)-(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter B page, headings 'Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.' and 'Sec. 9.052. CIVIL PENALTY.'.(source) |
| UTchecked 2026-10-02 | An unregistered foreign limited liability company may not sue until registered (contracts stay valid; it may defend; no liability solely for it). No penalty, AG injunction, fee/tax surcharge, or service-of-process rule is stated.Court access: stated — “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” (Utah Code § 16-1a-503(2)). Cure or stay rule: stated — “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” (Utah Code § 16-1a-503(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A foreign unincorporated entity, a series of a foreign unincorporated entity, a filing foreign entity, or a foreign limited liability partnership does not waive the limitation on the liability of a series of a foreign unincorporated entity, an interest holder of a filing foreign entity, a governor of a filing foreign entity, or a partner of a foreign limited liability partnership because the foreign unincorporated entity, the series of a foreign unincorporated entity, the filing foreign entity, or the foreign limited liability partnership does business in this state without registering to do business in this state.” (Utah Code § 16-1a-503(4)). Effect on validity or defenses: stated — “The failure of a filing foreign entity to register to do business in this state does not: impair the validity of a contract or act of the filing foreign entity; or preclude the filing foreign entity from defending an action or proceeding in this state.” (Utah Code § 16-1a-503(3)). Pinpoint: Utah Code § 16-1a-503(2).(source) | An unregistered foreign business corporation may not sue until registered (contracts stay valid; it may defend; no liability solely for it). No penalty, AG injunction, fee/tax surcharge, or service-of-process rule is stated.Court access: stated — “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” (Utah Code § 16-1a-503(2)). Cure or stay rule: stated — “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” (Utah Code § 16-1a-503(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A foreign unincorporated entity, a series of a foreign unincorporated entity, a filing foreign entity, or a foreign limited liability partnership does not waive the limitation on the liability of a series of a foreign unincorporated entity, an interest holder of a filing foreign entity, a governor of a filing foreign entity, or a partner of a foreign limited liability partnership because the foreign unincorporated entity, the series of a foreign unincorporated entity, the filing foreign entity, or the foreign limited liability partnership does business in this state without registering to do business in this state.” (Utah Code § 16-1a-503(4)). Effect on validity or defenses: stated — “The failure of a filing foreign entity to register to do business in this state does not: impair the validity of a contract or act of the filing foreign entity; or preclude the filing foreign entity from defending an action or proceeding in this state.” (Utah Code § 16-1a-503(3)). Pinpoint: Utah Code § 16-1a-503(2).(source) | An unregistered foreign limited partnership may not sue until registered (contracts stay valid; it may defend; no liability solely for it). No penalty, AG injunction, fee/tax surcharge, or service-of-process rule is stated.Court access: stated — “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” (Utah Code § 16-1a-503(2)). Cure or stay rule: stated — “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” (Utah Code § 16-1a-503(2)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A foreign unincorporated entity, a series of a foreign unincorporated entity, a filing foreign entity, or a foreign limited liability partnership does not waive the limitation on the liability of a series of a foreign unincorporated entity, an interest holder of a filing foreign entity, a governor of a filing foreign entity, or a partner of a foreign limited liability partnership because the foreign unincorporated entity, the series of a foreign unincorporated entity, the filing foreign entity, or the foreign limited liability partnership does business in this state without registering to do business in this state.” (Utah Code § 16-1a-503(4)). Effect on validity or defenses: stated — “The failure of a filing foreign entity to register to do business in this state does not: impair the validity of a contract or act of the filing foreign entity; or preclude the filing foreign entity from defending an action or proceeding in this state.” (Utah Code § 16-1a-503(3)). Pinpoint: Utah Code § 16-1a-503(2).(source) |
| VAchecked 2026-10-02 | A foreign LLC transacting business unregistered may not sue until registered (acts stay valid); knowing members/managers/employees face a $500-$5,000 penalty; the AG may enjoin it; deemed to appoint the clerk for service.Court access: stated — “A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth. […] The successor to a foreign limited liability company that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited liability company or its successor has registered in the Commonwealth.” (§ 13.1-1057(A), (B)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “If a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.” (§ 13.1-1057(D)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this Commonwealth in violation of this article.” (§ 13.1-1058). Effect on service of process: stated — “If any foreign limited liability company transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process.” (§ 13.1-1057(E)). Member or manager liability: stated — “If a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.” (§ 13.1-1057(D)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of the Commonwealth.” (§ 13.1-1057(C)). Pinpoint: § 13.1-1057(A), (B).(source) | A foreign corp. transacting business unregistered may not sue (court may stay the case) until authorized; acts stay valid; knowing officers/directors/employees face a $500-$5,000 penalty; deemed to appoint the clerk for service.Court access: stated — “A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority. […] The successor to a foreign corporation that transacted business in the Commonwealth without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign corporation or its successor obtains a certificate of authority.” (§ 13.1-758(A), (B)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court shall further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (§ 13.1-758(C)). Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: stated — “If a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000.” (§ 13.1-758(D)). Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: stated — “If any foreign corporation transacts business in the Commonwealth without a certificate of authority, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission as an agent for service of process upon the foreign corporation.” (§ 13.1-758(F)). Member or manager liability: stated — “If a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000.” (§ 13.1-758(D)). Effect on validity or defenses: stated — “Notwithstanding subsections A and B, 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 Commonwealth.” (§ 13.1-758(E)). Pinpoint: § 13.1-758(A), (B).(source) | A foreign LP transacting business unregistered may not sue until registered (acts stay valid); the AG may enjoin it; deemed to appoint the clerk for service. A limited partner is not liable as general partner solely for this.Court access: stated — “A foreign limited partnership transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth. […] The successor to a foreign limited partnership that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited partnership or its successor has registered in the Commonwealth.” (§ 50-73.59(A), (B)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this Commonwealth in violation of this article.” (§ 50-73.60). Effect on service of process: stated — “If any foreign limited partnership transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process.” (§ 50-73.59(E)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of a foreign limited partnership solely by reason of having transacted business in the Commonwealth without registration.” (§ 50-73.59(D)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of the Commonwealth.” (§ 50-73.59(C)). Pinpoint: § 50-73.59(A), (B).(source) |
| VTchecked 2026-10-02 | 11 V.S.A. § 4119 bars court access and sets a $50/day (capped $10,000/yr) civil penalty plus unpaid fees, with AG enforcement under § 4120; contracts stay valid and members/managers are not personally liable.Court access: stated — “A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State.” ((a)(1)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority” ((e)(2)). Civil penalty or fine: stated — “a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority” ((e)(1)). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State in violation of this chapter.” (11 V.S.A. § 4120). Effect on service of process: stated — “If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State.” ((d)). Member or manager liability: stated — “A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.” ((c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.” ((b)). Pinpoint: 11 V.S.A. § 4119.(source) | 11A V.S.A. § 15.02 bars court access (stayable), sets a $50/day/$10,000-yr penalty plus unpaid fees, AG enforcement; contracts stay valid. No other Chapter 15 section ties liability or service of process to the failure to register.Court access: stated — “A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.” ((a)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” ((c)). Fees, taxes, interest and penalties: stated — “an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority” ((d)(2)). Civil penalty or fine: stated — “a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority” ((d)(1)). Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in this section and to restrain a foreign corporation not in compliance with this chapter from doing business within this State.” ((e)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in this State.” ((f)). Pinpoint: 11A V.S.A. § 15.02.(source) | 11 V.S.A. § 3487 bars court access and sets a $50/day (capped $10,000/yr) civil penalty plus unpaid fees, with AG enforcement under § 3488; contracts stay valid and a limited partner is not deemed a general partner.Court access: stated — “A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State.” ((a)(1)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “an amount equal to the fees due under this chapter during the period it transacted business in this State without a registration” ((e)(2)). Civil penalty or fine: stated — “a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a registration” ((e)(1)). Injunction or attorney-general remedy: stated — “The Attorney General may bring an action in the Civil Division of the Superior Court to collect the penalties imposed under section 3487 of this title and to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter.” (11 V.S.A. § 3488). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to claims for relief and causes of action arising out of the transaction of business in this State.” ((d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.” ((c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.” ((b)). Pinpoint: 11 V.S.A. § 3487.(source) |
| WAchecked 2026-10-02 | RCW 23.95.505 bars an unregistered foreign limited liability company from suing until it registers and pays back fees/penalties, lets a court stay the case, preserves contract validity/defense, and leaves member/manager liability limits ...Court access: stated — “A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.” (RCW 23.95.505(2)-(3)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.” (RCW 23.95.505(4)). Fees, taxes, interest and penalties: stated — “A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.” (RCW 23.95.505(5)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.” (RCW 23.95.555). Effect on service of process: stated — “Any foreign limited liability company which does business in this state without having registered under Article 5 of chapter 23.95 RCW has thereby consented to service of legal process in accordance with RCW 23.95.450 in any civil action, suit, or proceeding against it in any state or federal court in this state arising or growing out of any business done by it within this state. The doing of business in this state by such foreign limited liability company is a signification of the agreement of such foreign limited liability company that any such process when so served is of the same legal force and validity as if served upon a registered agent personally within this state.” (RCW 25.15.367). Member or manager liability: stated — “A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.” (RCW 23.95.505(7)). Effect on validity or defenses: stated — “The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.” (RCW 23.95.505(6)). Pinpoint: RCW 23.95.505(2)-(7).(source) | RCW 23.95.505 bars an unregistered foreign corporation from suing until it registers and pays back fees/penalties, lets a court stay the case, preserves contract validity/defense, and leaves member/manager liability limits intact; RCW 23...Court access: stated — “A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.” (RCW 23.95.505(2)-(3)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.” (RCW 23.95.505(4)). Fees, taxes, interest and penalties: stated — “A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.” (RCW 23.95.505(5)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.” (RCW 23.95.555). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.” (RCW 23.95.505(7)). Effect on validity or defenses: stated — “The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.” (RCW 23.95.505(6)). Pinpoint: RCW 23.95.505(2)-(7).(source) | RCW 23.95.505 bars an unregistered foreign limited partnership from suing until it registers and pays back fees/penalties, lets a court stay the case, preserves contract validity/defense, and leaves member/manager liability limits intact...Court access: stated — “A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.” (RCW 23.95.505(2)-(3)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.” (RCW 23.95.505(4)). Fees, taxes, interest and penalties: stated — “A foreign entity that transacts business in this state without a certificate of registration is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of registration, in an amount equal to all fees which would have been imposed by this chapter upon the entity had it applied for and received a certificate of registration to transact business in this state and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay such fees.” (RCW 23.95.505(5)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.” (RCW 23.95.555). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of an interest holder or governor of a foreign entity is not waived solely because the foreign entity does business in this state without registering.” (RCW 23.95.505(7)). Effect on validity or defenses: stated — “The failure of a foreign entity to register to do business in this state does not: (a) Impair the validity of a contract or act of the foreign entity; (b) impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (c) preclude the foreign entity from defending an action or proceeding in this state.” (RCW 23.95.505(6)). Pinpoint: RCW 23.95.505(2)-(7).(source) |
| WIchecked 2026-10-02 | An unregistered foreign LLC doing business in Wisconsin can't sue until registered, owes back fees plus a capped surcharge, may be enjoined by the AG; contracts stay valid, liability protection is not lost.Court access: stated — “A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.” (s. 183.0902(2)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited liability company that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following: […] 1. All fees and other charges that would have been imposed by this chapter on the foreign limited liability company had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter. […] 2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.” (s. 183.0902(6)(a); each '[…]' elides only the HTML page's repeated self-citation anchor (e.g. '183.0902(6)(a)1.') printed before each numbered item -- no statutory words are omitted). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter.” (s. 183.0912). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state.” (s. 183.0902(4)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability company or its title to property in this state or preclude it from defending an action or proceeding in this state.” (s. 183.0902(3)). Pinpoint: Wis. Stat. s. 183.0902.(source) | An unregistered foreign corporation can't sue in Wisconsin until it gets a certificate of authority; a court may stay suit to let it cure; it owes back fees plus a capped surcharge the AG can enforce; its acts and defenses stay valid.Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” (s. 180.1502(1)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (s. 180.1502(3)). Fees, taxes, interest and penalties: stated — “A foreign corporation that transacts business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to all of the following: […] 1. All fees and other charges that would have been imposed by this chapter on the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required by s. 180.1501 and thereafter filed all reports required by this chapter. […] 2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.” (s. 180.1502(5)(a); each '[…]' elides only the HTML page's repeated self-citation anchor (e.g. '180.1502(5)(a)1.') printed before each numbered item -- no statutory words are omitted). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may enforce a foreign corporation’s obligation to pay to the department any amount owed under this subsection.” (s. 180.1502(5)(b)). Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.” (s. 180.1502(4)). Pinpoint: Wis. Stat. s. 180.1502.(source) | An unregistered foreign LP doing business in Wisconsin can't sue until registered, owes back fees plus a capped surcharge, and may be enjoined by the AG; contracts stay valid, partner liability protection is not lost.Court access: stated — “A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.” (s. 179.1002(2)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: stated — “A foreign limited partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following: […] 1. All fees and other charges that would have been imposed by this chapter on the foreign limited partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter. […] 2. Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.” (s. 179.1002(5m)(a); each '[…]' elides only the HTML page's repeated self-citation anchor (e.g. '179.1002(5m)(a)1.') printed before each numbered item -- no statutory words are omitted). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this subchapter.” (s. 179.1012). Effect on service of process: not stated in the captured sections. Member or manager liability: stated — “A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.” (s. 179.1002(4)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state.” (s. 179.1002(3)). Pinpoint: Wis. Stat. s. 179.1002.(source) |
| WVchecked 2026-10-03 | Unregistered foreign LLC can't sue until certificated; contracts stay valid; deemed to appoint SOS for service; liability not waived; AG may sue to restrain it. No stay/cure, fee/tax, or civil-penalty provision stated.Court access: stated — “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” (31B-10-1008(a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this article.” (31B-10-1009). Effect on service of process: stated — “If a foreign limited liability company transacts business in this state without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims for relief arising out of the transaction of business in this state.” (31B-10-1008(d)). Member or manager liability: stated — “Limitations on personal liability of managers, members and their transferees are not waived solely by transacting business in this state without a certificate of authority.” (31B-10-1008(c)). Effect on validity or defenses: stated — “The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.” (31B-10-1008(b)). Pinpoint: W. Va. Code 31B-10-1008.(source) | Unregistered foreign corp can't sue until certificated; court may stay (not dismiss) the case; acts stay valid; owes back fees/taxes plus penalties. No civil-penalty, AG-injunction, or service-of-process clause stated.Court access: stated — “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any circuit court in this state until it obtains a certificate of authority.” (31D-15-1502(a)). Cure or stay rule: stated — “A circuit court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the circuit court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (31D-15-1502(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation which conducts affairs or does or transacts business in this state without a certificate of authority is liable to this state for the years or parts of years during which it conducted affairs or did or transacted business in this state without a certificate of authority in an amount equal to all fees and taxes which would have been imposed by this chapter, or by any other provision of this code, upon the corporation had it duly applied for and received a certificate of authority to conduct affairs or do or transact business in this state as required by this article and had filed all reports, statements or returns required by this chapter or by any other chapter of this code, plus all penalties imposed for failure to pay any fees and taxes.” (31D-15-1502(d)). Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: not stated in the captured sections. Effect on service of process: not stated in the captured sections. Member or manager liability: not stated in the captured sections. Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b) of this section, 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 this state.” (31D-15-1502(e)). Pinpoint: W. Va. Code 31D-15-1502.(source) | Unregistered foreign LP can't sue until registered; contracts stay valid; deemed to appoint SOS for service; limited partner not exposed to general-partner liability for this; AG may sue to restrain it. No stay/cure provision stated.Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” (47-9-54(a)). Cure or stay rule: not stated in the captured sections. Fees, taxes, interest and penalties: not stated in the captured sections. Civil penalty or fine: not stated in the captured sections. Injunction or attorney-general remedy: stated — “The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.” (47-9-55). Effect on service of process: stated — “A foreign limited partnership, by transacting business in the state without registration, appoints the Secretary of State as its agent for service of process with respect to claim for relief or cause of action arising out of the transaction of business in this state.” (47-9-54(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (47-9-54(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in the state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.” (47-9-54(b)). Pinpoint: W. Va. Code 47-9-54.(source) |
| WYchecked 2026-10-02 | W.S. 17-29-210(c) subjects a foreign LLC transacting business without a certificate of authority to the W.S. 17-16-1502(d) penalties; W.S. 17-29-114 has foreign LLCs comply with W.S. 17-16-1501 to -1536 as foreign corporations.Court access: stated — “A foreign corporation transacting business in this 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 successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.” (W.S. 17-16-1502(a), (b), applied to foreign limited liability companies by W.S. 17-29-114). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (W.S. 17-16-1502(c), applied to foreign limited liability companies by W.S. 17-29-114). Fees, taxes, interest and penalties: stated — “Any foreign limited liability company transacting business in this state without obtaining a certificate of authority as required by W.S. 17-16-1501 and 17-29-114 is subject to the penalties provided by W.S. 17-16-1502(d). […] shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and license taxes, plus interest of eighteen percent (18%), which would have been imposed by law upon such corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this act and thereafter filed all reports required by law” (W.S. 17-29-210(c), cross-referencing W.S. 17-16-1502(d)). Civil penalty or fine: stated — “Any foreign limited liability company transacting business in this state without obtaining a certificate of authority as required by W.S. 17-16-1501 and 17-29-114 is subject to the penalties provided by W.S. 17-16-1502(d). […] and in addition shall be liable for a penalty in the amount of five thousand dollars ($5,000.00), reasonable audit expenses and reasonable attorney fees.” (W.S. 17-29-210(c), cross-referencing W.S. 17-16-1502(d) (flat amount; no per-period unit or cap stated)). Injunction or attorney-general remedy: stated — “The attorney general may collect all penalties and other sums due under this subsection.” (W.S. 17-16-1502(d), last sentence, cross-referenced by W.S. 17-29-210(c)). Effect on service of process: not stated in the captured sections (W.S. 17-29-210(c), W.S. 17-29-114 and W.S. 17-16-1502(a)-(e) read in full). Member or manager liability: not stated in the captured sections (W.S. 17-29-210(c), W.S. 17-29-114 and W.S. 17-16-1502(a)-(e) read in full). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b) of this section, 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 this state.” (W.S. 17-16-1502(e), applied to foreign limited liability companies by W.S. 17-29-114). Pinpoint: W.S. 17-29-210(c), Title 17 PDF p. 691; W.S. 17-29-114, PDF p. 682; W.S. 17-16-1502, PDF pp. 365-366.(source) | A foreign corporation without a certificate of authority may not maintain a Wyoming proceeding until it obtains one and is liable for back fees and license taxes, 18% interest, a $5,000 penalty, audit costs and attorney fees.Court access: stated — “A foreign corporation transacting business in this 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 successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.” (W.S. 17-16-1502(a), (b)). Cure or stay rule: stated — “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” (W.S. 17-16-1502(c)). Fees, taxes, interest and penalties: stated — “A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and license taxes, plus interest of eighteen percent (18%), which would have been imposed by law upon such corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this act and thereafter filed all reports required by law” (W.S. 17-16-1502(d)). Civil penalty or fine: stated — “and in addition shall be liable for a penalty in the amount of five thousand dollars ($5,000.00), reasonable audit expenses and reasonable attorney fees.” (W.S. 17-16-1502(d) (flat amount; no per-period unit or cap stated)). Injunction or attorney-general remedy: stated — “The attorney general may collect all penalties and other sums due under this subsection.” (W.S. 17-16-1502(d), last sentence). Effect on service of process: not stated in the captured sections (W.S. 17-16-1502(a)-(e) read in full; the section contains no cross-reference). Member or manager liability: not stated in the captured sections (W.S. 17-16-1502(a)-(e) read in full). Effect on validity or defenses: stated — “Notwithstanding subsections (a) and (b) of this section, 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 this state.” (W.S. 17-16-1502(e)). Pinpoint: W.S. 17-16-1502, Title 17 PDF pp. 365-366.(source) | An unregistered foreign LP may not maintain a Wyoming suit until registered, is subject to the W.S. 17-16-1502(d) penalties, appoints the secretary of state for service and may be restrained (W.S. 17-14-1007, -1008).Court access: stated — “A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.” (W.S. 17-14-1007(a)). Cure or stay rule: stated — “may not maintain any action, suit or proceeding in any court of this state until it has registered in this state” (W.S. 17-14-1007(a) (bar runs until registration; no stay provision in W.S. 17-14-1007)). Fees, taxes, interest and penalties: stated — “Any foreign limited partnership transacting business in this state without registering is subject to the penalties provided by W.S. 17-16-1502(d). […] shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and license taxes, plus interest of eighteen percent (18%), which would have been imposed by law upon such corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this act and thereafter filed all reports required by law” (W.S. 17-14-1007(e); W.S. 17-16-1502(d), cross-referenced by W.S. 17-14-1007(e)). Civil penalty or fine: stated — “Any foreign limited partnership transacting business in this state without registering is subject to the penalties provided by W.S. 17-16-1502(d). […] and in addition shall be liable for a penalty in the amount of five thousand dollars ($5,000.00), reasonable audit expenses and reasonable attorney fees.” (W.S. 17-14-1007(e); W.S. 17-16-1502(d), cross-referenced by W.S. 17-14-1007(e) (flat amount; no per-period unit or cap stated)). Injunction or attorney-general remedy: stated — “The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article. […] The attorney general may collect all penalties and other sums due under this subsection.” (W.S. 17-14-1008; W.S. 17-16-1502(d), last sentence, cross-referenced by W.S. 17-14-1007(e)). Effect on service of process: stated — “A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of actions arising out of the transaction of business in this state.” (W.S. 17-14-1007(d)). Member or manager liability: stated — “A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.” (W.S. 17-14-1007(c)). Effect on validity or defenses: stated — “The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.” (W.S. 17-14-1007(b)). Pinpoint: W.S. 17-14-1007, 17-14-1008, Title 17 PDF p. 205; W.S. 17-16-1502(d), PDF pp. 365-366.(source) |
Field definitions
- LLC
- The consequences stated for transacting business without registering, by consequence type, in the state's limited liability company act.
- Corporation
- The consequences stated for transacting business without registering, by consequence type, in the state's business corporation act.
- Limited Partnership
- The consequences stated for transacting business without registering, by consequence type, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
Cure rules
Each cell quotes what the state's act says about curing non-registration, such as a court-access bar that lasts until the entity registers; a cell that reads “Not stated after complete search” says a search of the act text found no such provision, and a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | The court-access bar on a foreign LLC lasts until it registers with the department (AS 10.50.675(a)); no separate stay mechanism is stated.Quote: “may not maintain an action or other proceeding in a court of this state until it has registered in this state” Pinpoint: AS 10.50.675(a), akleg.gov print view (no pagination).(source) | The court-access bar on a foreign corporation lasts until it obtains a certificate of authority (AS 10.06.713); no separate stay mechanism is stated.Quote: “may not maintain an action, suit, or proceeding in a court of this state until it obtains a certificate of authority” Pinpoint: AS 10.06.713, akleg.gov print view (no pagination).(source) | The court-access bar on a foreign limited partnership lasts until it registers with the department (AS 32.11.470(a)); no separate stay mechanism is stated.Quote: “may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state” Pinpoint: AS 32.11.470(a), akleg.gov print view (no pagination).(source) |
| ALchecked 2026-10-02 | Registering -- delivering the application for registration (or, for a foreign LLP, the statement of foreign limited liability partnership) under §10A-1-7.04 -- ends the bar on maintaining a court proceeding.Quote: “shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04” Pinpoint: Ala. Code § 10A-1-7.22(a).(source) | Registering -- delivering the application for registration (or, for a foreign LLP, the statement of foreign limited liability partnership) under §10A-1-7.04 -- ends the bar on maintaining a court proceeding.Quote: “shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04” Pinpoint: Ala. Code § 10A-1-7.22(a).(source) | Registering -- delivering the application for registration (or, for a foreign LLP, the statement of foreign limited liability partnership) under §10A-1-7.04 -- ends the bar on maintaining a court proceeding.Quote: “shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04” Pinpoint: Ala. Code § 10A-1-7.22(a).(source) |
| ARchecked 2026-10-02 | The court bar on an unregistered foreign LLC lifts once it registers with the Secretary of State; Arkansas does not also condition the cure on paying back fees or penalties within § 4-38-913(a) itself.Quote: “A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of this state until it has registered in this state.” Pinpoint: Ark. Code Ann. § 4-38-913(a).(source) | The court bar lifts once a foreign corporation obtains a certificate of authority; § 1502(C) additionally lets the court stay (rather than dismiss) the proceeding while that happens.Quote: “A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority. […] A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” Pinpoint: Ark. Code Ann. § 4-27-1502(A), (C).(source) | The bar on an unauthorized foreign LP maintaining an action lifts once it obtains a certificate of authority to transact business in Arkansas.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: Ark. Code Ann. § 4-47-907(b).(source) |
| AZchecked 2026-10-02 | Under A.R.S. § 29-3902(B), a foreign LLC or foreign series may not maintain a court action in Arizona unless it is registered to do business in the state; registering ends the bar.Quote: “A foreign limited liability company or a foreign series doing business in this state may not maintain an action or proceeding in this state unless the foreign limited liability company or foreign series is registered to do business in this state.” Pinpoint: A.R.S. § 29-3902(B); azleg.gov section page headed '29-3902 - Registration to do business in this state'.(source) | Under A.R.S. § 10-1502(A) an unauthorized foreign corporation cannot maintain a court proceeding until authorized, and under (C) a court may instead stay a pending proceeding until it obtains authority.Quote: “A foreign corporation transacting business in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business. […] A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until it determines whether the foreign corporation, its successor or its assignee requires authority to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains authority to transact business in this state.” Pinpoint: A.R.S. § 10-1502(A), (C); azleg.gov section page headed '10-1502 - Consequences of transacting business without authority; penalty'.(source) | Under A.R.S. § 29-354(A), a foreign limited partnership transacting business in Arizona may not maintain a court action until it has registered; registering ends the bar.Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.” Pinpoint: A.R.S. § 29-354(A); azleg.gov section page headed '29-354 - Transaction of business without registration'.(source) |
| CAchecked 2026-10-02 | The bar on maintaining an action ends once the foreign LLC obtains a certificate of registration; Section 17708.07(a) states no additional back-payment condition.Quote: “A foreign limited liability company transacting intrastate business in this state shall not maintain an action or proceeding in this state unless it has a certificate of registration to transact intrastate business in this state.” Pinpoint: Corp. Code Section 17708.07(a); leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 8 page, heading '17708.07.'.(source) | The bar on maintaining a court action ends once the foreign corporation qualifies under Sec. 2105, pays the Secretary of State a $250 penalty plus filing fees, and files court receipts showing those and all taxes due are paid.Quote: “A foreign corporation subject to the provisions of Chapter 21 (commencing with Section 2100) which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof and has paid to the Secretary of State a penalty of two hundred fifty dollars ($250) in addition to the fees due for filing the statement and designation required by Section 2105 and has filed with the clerk of the court in which the action is pending receipts showing the payment of the fees and penalty and all franchise taxes and any other taxes on business or property in this state that should have been paid for the period during which it transacted intrastate business.” Pinpoint: Corp. Code Section 2203(c); leginfo.legislature.ca.gov Corporations Code, TITLE 1, DIVISION 1, CHAPTER 22 page, heading '2203.'.(source) | The bar on maintaining an action ends once the foreign limited partnership obtains a certificate of registration; Sec. 15909.07(b) states no additional back-payment condition for that bar.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of registration to transact business in this state.” Pinpoint: Corp. Code Section 15909.07(b); leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5, ARTICLE 9 page, heading '15909.07.'.(source) |
| COchecked 2026-10-02 | Filing the statement of foreign entity authority ends the dismissal risk under § 7-90-802(1)(b), but no statement may be filed by the foreign limited liability company until the back fee and penalty under (2)-(3) are paid.Quote: “If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity. […] No statement of foreign entity authority shall be filed until payment of the amounts due under this subsection (2) and subsection (3) of this section is made.” Pinpoint: C.R.S. § 7-90-802(1)(b), (2).(source) | Filing the statement of foreign entity authority ends the dismissal risk under § 7-90-802(1)(b), but no statement may be filed by the foreign corporation until the back fee and penalty under (2)-(3) are paid.Quote: “If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity. […] No statement of foreign entity authority shall be filed until payment of the amounts due under this subsection (2) and subsection (3) of this section is made.” Pinpoint: C.R.S. § 7-90-802(1)(b), (2).(source) | Filing the statement of foreign entity authority ends the dismissal risk under § 7-90-802(1)(b), but no statement may be filed by the foreign limited partnership until the back fee and penalty under (2)-(3) are paid.Quote: “If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity. […] No statement of foreign entity authority shall be filed until payment of the amounts due under this subsection (2) and subsection (3) of this section is made.” Pinpoint: C.R.S. § 7-90-802(1)(b), (2).(source) |
| CTchecked 2026-10-02 | Registering ends the bar on maintaining an action; registering within 90 days of commencing business also avoids the $300 monthly penalty (§ 34-275a(a), (g)).Quote: “A foreign limited liability company may not transact business in this state until it registers with the Secretary of the State under sections 34-275 to 34-275i, inclusive. […] a foreign limited liability company which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty.” Pinpoint: Conn. Gen. Stat. § 34-275a(a), (g), heading 'Sec. 34-275a. Registration to transact business in this state.'.(source) | The bar on suing ends once a certificate of authority is obtained (a court may instead stay the case pending that); obtaining it within 90 days of commencing business also avoids the $300 monthly penalty (§ 33-921(a), (c), (d)).Quote: “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. […] A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. […] a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty.” Pinpoint: Conn. Gen. Stat. § 33-921(a), (c), (d), heading 'Sec. 33-921. Consequences of transacting business without authority.'.(source) | Registering ends the bar on maintaining an action; registering within 90 days of commencing business also avoids the $300 monthly penalty (§ 34-38l(a), (e)).Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state. […] a foreign limited partnership which has registered with said secretary not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty.” Pinpoint: Conn. Gen. Stat. § 34-38l(a), (e), heading 'Sec. 34-38l. Foreign limited partnerships, transaction of business without registration.'.(source) |
| DCchecked 2026-10-02 | D.C. Code § 29-105.02(b) ends the court-access bar on an unregistered foreign limited liability company once it registers to do business; no stay mechanism is stated.Quote: “A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.” Pinpoint: D.C. Code § 29-105.02(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) | D.C. Code § 29-105.02(b) ends the court-access bar on an unregistered foreign corporation once it registers to do business; no stay mechanism is stated.Quote: “A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.” Pinpoint: D.C. Code § 29-105.02(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) | D.C. Code § 29-105.02(b) ends the court-access bar on an unregistered foreign limited partnership once it registers to do business; no stay mechanism is stated.Quote: “A foreign filing entity or foreign limited liability partnership doing business in the District may not maintain an action or proceeding in the District unless it is registered to do business in the District.” Pinpoint: D.C. Code § 29-105.02(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.02 ‘Registration to do business in the District.’.(source) |
| DEchecked 2026-10-02 | Under § 18-907(a) the bar on maintaining a suit lasts until the foreign LLC registers and pays all fees and penalties for the years in which it did business in Delaware unregistered.Quote: “A foreign limited liability company doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered.” Pinpoint: 6 Del. C. § 18-907(a); delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter IX (Foreign Limited Liability Companies) page, heading '18-907. Doing business without registration.'.(source) | Under § 383(a) the bar on maintaining a suit lasts until the corporation is authorized to do business and pays all fees, penalties and franchise taxes for the years it did business in Delaware without authority.Quote: “A foreign corporation which is required to comply with §§ 371 and 372 of this title and which has done business in this State without authority shall not maintain any action or special proceeding in this State unless and until such corporation has been authorized to do business in this State and has paid to the State all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this State without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.” Pinpoint: 8 Del. C. § 383(a); delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '383. Actions by and against unqualified foreign corporations.'.(source) | Under § 17-907(a) the bar on maintaining a suit lasts until the foreign LP registers and pays all fees and penalties for the years in which it did business in Delaware unregistered.Quote: “A foreign limited partnership doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without having registered.” Pinpoint: 6 Del. C. § 17-907(a); delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter IX (Foreign Limited Partnerships) page, heading '17-907. Doing business without registration.'.(source) |
| FLchecked 2026-10-02 | Section 605.0904(3) lets a court stay a foreign LLC's proceeding until it has obtained a certificate of authority, ending the stay once the certificate issues.Quote: “A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor has obtained a certificate of authority to transact business in this state.” Pinpoint: Fla. Stat. § 605.0904(3).(source) | Section 607.1502(3) lets a court stay a foreign corporation's proceeding until it has obtained a certificate of authority, ending the stay once the certificate issues.Quote: “A court may stay a proceeding commenced by a foreign corporation or its successor or assignee until it determines whether the foreign corporation or its successor or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor or assignee has obtained a certificate of authority to transact business in this state.” Pinpoint: Fla. Stat. § 607.1502(3).(source) | Section 620.1907(2)'s own bar runs only 'until' the foreign limited partnership has a certificate of authority, so obtaining it ends the bar; no separate stay provision is stated.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state until the foreign limited partnership has a certificate of authority to transact business in this state.” Pinpoint: Fla. Stat. § 620.1907(2).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | HRS §428-1008(a) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this State."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this State.” Pinpoint: HRS §428-1008(a).(source) | HRS §414-432(c) lets a court stay a proceeding until the foreign corporation determines whether it needs, and then obtains, a certificate of authority.Quote: “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” Pinpoint: HRS §414-432(c).(source) | HRS §425E-907(d) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this State."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this State.” Pinpoint: HRS §425E-907(d).(source) |
| IAchecked 2026-10-02 | Registering with the secretary of state under chapter 489 ends the bar on maintaining a court proceeding (Iowa Code § 489.902(2)'s ‘until it is registered’ clause).Quote: “A foreign limited liability company doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.” Pinpoint: § 489.902(2).(source) | Registering with the secretary of state under chapter 490 ends the bar on maintaining a court proceeding (Iowa Code § 490.1502(2)'s ‘until it is registered’ clause).Quote: “A foreign corporation doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.” Pinpoint: § 490.1502(2).(source) | Obtaining a certificate of authority from the secretary of state ends the bar on maintaining a court action (Iowa Code § 488.907(2)'s ‘unless it has a certificate of authority’ clause).Quote: “A foreign limited partnership transacting business in this state shall not maintain an […] action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: § 488.907(2).(source) |
| IDchecked 2026-10-02 | Registering with the secretary of state under Idaho Code § 30-21-502 both permits doing business and lifts the bar on maintaining an action or proceeding in Idaho.Quote: “A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter. […] A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” Pinpoint: Idaho Code § 30-21-502(a), (b).(source) | Registering with the secretary of state under Idaho Code § 30-21-502 both permits doing business and lifts the bar on maintaining an action or proceeding in Idaho.Quote: “A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter. […] A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” Pinpoint: Idaho Code § 30-21-502(a), (b).(source) | Registering with the secretary of state under Idaho Code § 30-21-502 both permits doing business and lifts the bar on maintaining an action or proceeding in Idaho.Quote: “A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter. […] A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” Pinpoint: Idaho Code § 30-21-502(a), (b).(source) |
| ILchecked 2026-10-02 | The court-access bar on an unadmitted foreign LLC under 805 ILCS 180/45-45(a) ends once the LLC is admitted to transact business in Illinois.Quote: “A foreign limited liability company transacting business in this State may not maintain a civil action in any court of this State until the limited liability company is admitted to transact business in this State.” Pinpoint: 805 ILCS 180/45-45(a).(source) | The court-access bar on an unauthorized foreign corporation under 805 ILCS 5/13.70(a) ends once the corporation obtains authority to transact business in Illinois.Quote: “No foreign corporation transacting business in this State without authority to do so is permitted to maintain a civil action in any court of this State, until the corporation obtains that authority.” Pinpoint: 805 ILCS 5/13.70(a).(source) | The court-access bar on an unregistered foreign LP under 805 ILCS 215/907(b) ends once the LP obtains a certificate of authority to transact business in Illinois.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: 805 ILCS 215/907(b).(source) |
| INchecked 2026-10-02 | The bar on maintaining a suit ends once the foreign entity registers to do business in Indiana.Quote: “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” Pinpoint: IC 23-0.5-5-2(b).(source) | The bar on maintaining a suit ends once the foreign entity registers to do business in Indiana.Quote: “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” Pinpoint: IC 23-0.5-5-2(b).(source) | The bar on maintaining a suit ends once the foreign entity registers to do business in Indiana.Quote: “A foreign entity doing business in Indiana may not maintain an action or proceeding in this state unless it is registered to do business in Indiana.” Pinpoint: IC 23-0.5-5-2(b).(source) |
| KSchecked 2026-10-02 | The bar on suing ends once the foreign limited liability company registers with the secretary of state and pays all fees and penalties due for the period it did unregistered business in Kansas.Quote: “A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” Pinpoint: K.S.A. 17-76,126; subsec. (a).(source) | The bar on suing ends once the foreign corporation registers with the secretary of state and pays all fees and penalties due for the period it did unregistered business in Kansas.Quote: “A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934 , and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.” Pinpoint: K.S.A. 17-7307; subsec. (a).(source) | The bar on suing ends once the foreign limited partnership registers with the secretary of state and pays all fees and penalties due for the period it did unregistered business in Kansas.Quote: “A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.” Pinpoint: K.S.A. 56-1a507; subsec. (a).(source) |
| KYchecked 2026-10-02 | The bar on maintaining a court proceeding ends once the foreign LLC obtains a certificate of authority; a stayed proceeding may resume once the certificate issues.Quote: “may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority […] A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.” Pinpoint: KRS 14A.9-020(1), (3).(source) | The bar on maintaining a court proceeding ends once the foreign corporation obtains a certificate of authority; a stayed proceeding may resume once the certificate issues.Quote: “may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority […] A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.” Pinpoint: KRS 14A.9-020(1), (3).(source) | The bar on maintaining a court proceeding ends once the foreign LP obtains a certificate of authority; a stayed proceeding may resume once the certificate issues.Quote: “may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority […] A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.” Pinpoint: KRS 14A.9-020(1), (3).(source) |
| LAchecked 2026-10-02 | R.S. 12:1354(A): no separate cure provision; the court-access bar is conditional, so the act states the cure only through that bar.Quote: “unless it has been authorized to transact such business, if required by and as provided in, this Chapter.” Pinpoint: R.S. 12:1354(A).(source) | R.S. 12:314(A): no separate cure provision; the court-access bar is conditional, so the act states the cure only through that bar.Quote: “unless it has been authorized to transact such business, if required by, and as provided in, this Chapter.” Pinpoint: R.S. 12:314(A).(source) | Not stated after complete searchLouisiana's foreign-partnership chapter states no cure mechanism because it imposes no bar to begin with; registering at any time under R.S. 9:3422 is what obtains property-ownership and limited-liability recognition going forward.(source) |
| MAchecked 2026-10-02 | The court-access bar for an unregistered foreign LLC lasts only as long as the failure to register continues, so registering ends it; no separate stay procedure is stated.Quote: “but no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues” Pinpoint: G.L. c. 156C § 54(a).(source) | The bar on maintaining a proceeding ends once the § 15.03 certificate is delivered and filed with the secretary of state.Quote: “A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed.” Pinpoint: G.L. c. 156D § 15.02(a).(source) | Via c. 109 § 55(a)'s cross-reference, the bar on maintaining a proceeding ends once the § 15.03 certificate is delivered and filed with the secretary of state.Quote: “A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. […] A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed.” (G.L. c. 156D § 15.02(a)) Pinpoint: G.L. c. 109 § 55(a).(source) |
| MDchecked 2026-10-02 | Under § 4A-1007(a) the bar on suit lifts once the foreign LLC pays the § 4A-1007(d)(1) penalty and either it (or its successor) has registered or it is no longer doing business in Maryland.Quote: “unless the limited liability company shows to the satisfaction of the court that: (1) The foreign limited liability company or the person claiming under it has paid the penalty specified in subsection (d)(1) of this section; and (2) (i) The foreign limited liability company or a successor to it has complied with the requirements of this title; or (ii) The foreign limited liability company and any foreign limited liability company successor to it are no longer doing intrastate, interstate, or foreign business in this State.” Pinpoint: § 4A-1007(a).(source) | Under § 7-301 the bar on suit lifts once the foreign corporation pays the § 7-302 penalty and either it (or its successor) has complied with Subtitle 2 or it is no longer doing business in Maryland.Quote: “unless it shows to the satisfaction of the court that: (1) The foreign corporation or the person claiming under it has paid the penalty specified in § 7-302 of this subtitle; and (2) Either: (i) The foreign corporation or a foreign corporation successor to it has complied with the requirements of Subtitle 2 of this title; or (ii) The foreign corporation and any foreign corporation successor to it are no longer doing intrastate, interstate, or foreign business in this State.” Pinpoint: § 7-301.(source) | Under § 10-907(a) the bar on suit lifts once the foreign LP pays the § 10-907(e)(1) penalty and either it (or its successor) has registered or it is no longer doing business in Maryland.Quote: “unless it shows to the satisfaction of the court that: (1) The foreign limited partnership or the person claiming under it has paid the penalty specified in subsection (e)(1) of this section; and (2) Either: (i) The foreign limited partnership or a foreign limited partnership successor to it has complied with the requirement of this subtitle; or (ii) The foreign limited partnership and any foreign limited partnership successor to it are no longer doing intrastate, interstate, or foreign business in this State.” Pinpoint: § 10-907(a).(source) |
| MEchecked 2026-10-02 | The court-access bar ends once the foreign LLC delivers a statement of foreign qualification for filing; a pending proceeding may then no longer be dismissed for the earlier noncompliance.Quote: “A court may stay a proceeding commenced by a foreign limited liability company until it determines whether the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State. If the court determines that the foreign limited liability company should have a statement of foreign qualification on file with the office of the Secretary of State, the court may further stay the proceeding until there is an effective statement of foreign qualification on file with the office of the Secretary of State with respect to the foreign limited liability company.” Pinpoint: 31 M.R.S. §1629(2), Title 31 Ch.21 PDF p. 46.(source) | The court-access bar is addressed by a stay: the court may stay the foreign corporation's proceeding until it files an application for authority.Quote: “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until the court determines whether the foreign corporation or its successor requires authorization. If the court so determines, the court may further stay the proceeding until the foreign corporation or its successor files an application for authority.” Pinpoint: 13-C M.R.S. §1502(3), Title 13-C Ch.15 PDF p. 1.(source) | 31 M.R.S. §1417(2) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this State."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this State.” Pinpoint: 31 M.R.S. §1417(2).(source) |
| MIchecked 2026-10-02 | The court-access bar on an unauthorized foreign LLC ends once it obtains a certificate of authority; an action already filed is not dismissed if the certificate is obtained before the dismissal order.Quote: “shall not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority. […] An action commenced by a foreign limited liability company having no certificate of authority shall not be dismissed if a certificate of authority is obtained before the order of dismissal.” Pinpoint: MCL 450.5007(1)-(2), Sec. 1007(1)-(2).(source) | The court-access bar on an unauthorized foreign corporation ends once it obtains a certificate of authority; an action already filed is not dismissed if the certificate is obtained before the dismissal order.Quote: “A foreign corporation transacting business in this state without a certificate of authority shall not maintain an action or proceeding in any court of this state until the corporation has obtained a certificate of authority. An action commenced by a foreign corporation having no certificate of authority shall not be dismissed if a certificate of authority has been obtained before the order of dismissal.” Pinpoint: MCL 450.2051(1), Sec. 1051(1).(source) | The court-access bar on an unregistered foreign LP ends once it registers; an action already filed is not dismissed if registration occurs before the dismissal order.Quote: “A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state. An action commenced by a foreign limited partnership which has not registered in this state shall not be dismissed if it registers before the order of dismissal.” Pinpoint: MCL 449.1907(a), Sec. 907(a).(source) |
| MNchecked 2026-10-02 | Obtaining a certificate of authority ends the court-access bar under Minn. Stat. § 322C.0808, subd. 1; the statute states no other cure mechanism.Quote: “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: Minn. Stat. § 322C.0808, subd. 1.(source) | Obtaining a certificate of authority ends the court-access bar under Minn. Stat. § 303.20; the statute states no other cure mechanism.Quote: “No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority” Pinpoint: Minn. Stat. § 303.20.(source) | Obtaining a certificate of authority ends the court-access bar under Minn. Stat. § 321.0907(b); the statute states no other cure mechanism.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: Minn. Stat. § 321.0907(b).(source) |
| MOchecked 2026-10-02 | The court-access bar of § 347.163.1 runs only 'while' the chapter's registration requirements 'have not been met' — i.e., registering ends the bar.Quote: “while the requirements of sections 347.010 to 347.187 have not been met.” Pinpoint: § 347.163.1.(source) | §351.574.3 lets the court stay (rather than end) the proceeding until the corporation obtains a certificate of authority, and .4's suit-bar runs only 'while' the chapter's requirements 'have not been complied with'.Quote: “the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. […] while the requirements of sections 351.572 to 351.604 have not been complied with.” Pinpoint: § 351.574.3-.4.(source) | The court-access bar of §359.551.1 runs only 'while' the chapter's requirements 'have not been complied with' — i.e., registering ends the bar.Quote: “while the requirements of this chapter have not been complied with.” Pinpoint: § 359.551.1.(source) |
| MSchecked 2026-10-02 | The bar on suing lifts once the foreign LLC registers with the Secretary of State; § 79-29-1013(1) does not separately condition the cure on paying back fees or penalties.Quote: “A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” Pinpoint: § 79-29-1013(1).(source) | The court-access bar lifts once the corporation obtains a certificate of authority; § 79-4-15.02(c) lets the court stay (rather than dismiss) the proceeding to give the corporation time to cure by obtaining one.Quote: “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” Pinpoint: § 79-4-15.02(c).(source) | The bar on suing or maintaining a proceeding lifts once the foreign LP registers with the Secretary of State; § 79-14-1002(b) does not separately condition the cure on paying back fees or penalties.Quote: “A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” Pinpoint: § 79-14-1002(b).(source) |
| MTchecked 2026-10-02 | Mont. Code Ann. § 35-8-1002(1) ends the court-access bar once the foreign LLC obtains a certificate of authority.Quote: “A foreign limited liability company transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” Pinpoint: Mont. Code Ann. § 35-8-1002(1).(source) | Mont. Code Ann. § 35-14-1502(2) ends the court-access bar once the foreign corporation is registered to do business.Quote: “A foreign corporation doing business in this state may not maintain a proceeding in any court of this state until it is registered to do business in this state.” Pinpoint: Mont. Code Ann. § 35-14-1502(2).(source) | Mont. Code Ann. § 35-12-1307(2) ends the court-access bar once the foreign LP has a certificate of authority to transact business.Quote: “A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: Mont. Code Ann. § 35-12-1307(2).(source) |
| NCchecked 2026-10-02 | Obtaining a certificate of authority before trial ends the bar on maintaining a proceeding; the issue is raised by motion and decided by the trial judge before trial.Quote: “No foreign LLC transacting business in this State without permission obtained through a certificate of authority may maintain any proceeding in any court of this State unless the foreign LLC has obtained a certificate of authority prior to trial.” Pinpoint: N.C. Gen. Stat. § 57D-7-02(a).(source) | Obtaining a certificate of authority before trial ends the bar on maintaining an action; the issue is raised by motion and decided by the trial judge before trial.Quote: “No foreign corporation transacting business in this State without permission obtained through a certificate of authority under this Chapter or through domestication under prior acts shall be permitted to maintain any action or proceeding in any court of this State unless the foreign corporation has obtained a certificate of authority prior to trial.” Pinpoint: N.C. Gen. Stat. § 55-15-02(a).(source) | Obtaining a certificate of authority before trial ends the bar on maintaining an action or proceeding.Quote: “No foreign limited partnership transacting business in this State without permission obtained through a certificate of authority under this Article shall be permitted to maintain any action or proceeding in any court of this State unless such foreign limited partnership shall have obtained a certificate of authority prior to trial.” Pinpoint: N.C. Gen. Stat. § 59-907(a).(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-84(1) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this state."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this state.” Pinpoint: (1).(source) | NDCC 10-19.1-142(1) has no separate cure provision; its court-access bar is conditional ("until it possesses a certificate of authority."), so the act states the cure only through that bar.Quote: “until it possesses a certificate of authority.” Pinpoint: (1).(source) | NDCC 45-10.2-85(2) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this state."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this state.” Pinpoint: (2).(source) |
| NEchecked 2026-10-02 | The court-access bar in § 21-162(a) ends once the foreign LLC obtains a certificate of authority to transact business in Nebraska; no separate stay-and-pay procedure is stated.Quote: “A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: Neb. Rev. Stat. § 21-162.(source) | The court-access bar in § 21-2,204(a) ends once the foreign corporation obtains a certificate of authority; a court may also stay rather than dismiss a proceeding pending that determination (subsec. (c)).Quote: “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” Pinpoint: Neb. Rev. Stat. § 21-2,204.(source) | The court-access bar in § 67-286(a) ends once the foreign limited partnership registers with the Secretary of State; no stay procedure is stated.Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” Pinpoint: Neb. Rev. Stat. § 67-286.(source) |
| NHchecked 2026-10-02 | The bar on maintaining an action ends once the foreign LLC has registered in New Hampshire and paid all fees for the period it did business while unregistered.Quote: “A foreign limited liability company doing business in New Hampshire may not maintain any action, suit or proceeding in New Hampshire until it has registered in New Hampshire and has paid all fees for the period during which it did business in New Hampshire while unregistered.” Pinpoint: RSA 304-C:180, I, gc.nh.gov heading '304-C:180 Doing Business Without Registration'.(source) | The bar on maintaining a proceeding ends once the foreign corporation obtains a certificate of authority; a court may also stay rather than dismiss the proceeding pending that determination.Quote: “A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” Pinpoint: RSA 293-A:15.02(a), gc.nh.gov heading '293-A:15.02 Consequences of Transacting Business Without Authority'.(source) | The bar on maintaining an action ends once the foreign limited partnership has registered with the secretary of state.Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” Pinpoint: RSA 304-B:54, I, gc.nh.gov heading '304-B:54 Transaction of Business Without Registration'.(source) |
| NJchecked 2026-10-02 | Obtaining the certificate of authority ends the bar on maintaining an action (N.J.S.A. 42:2C-65(a)); no court-stay mechanism is stated.Quote: “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: N.J.S.A. 42:2C-65(a).(source) | Obtaining the certificate of authority ends the bar on maintaining an action (N.J.S.A. 14A:13-11(1)); no court-stay mechanism is stated.Quote: “No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State, until such corporation shall have obtained a certificate of authority.” Pinpoint: N.J.S.A. 14A:13-11(1).(source) | Obtaining the certificate of authority ends the bar on maintaining an action (N.J.S.A. 42:2A-60(a)); a limited partner separately cures exposure to general-partner liability by promptly filing or withdrawing (§42:2A-60(c)).Quote: “A foreign limited partnership transacting business in this State may not maintain an action in any court of this State until it has obtained a certificate of authority to transact business in this State.” Pinpoint: N.J.S.A. 42:2A-60(a).(source) |
| NMchecked 2026-10-02 | The court-access bar under § 53-19-53(A) ends once the foreign LLC registers; the statute states no separate grace period or stay.Quote: “A foreign limited liability company transacting business in New Mexico may not maintain an action, suit or proceeding in a court of New Mexico until it has registered in New Mexico.” Pinpoint: NMSA 1978 § 53-19-53(A), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-19-53 'Transaction of business without registration.'.(source) | The court-access bar under § 53-17-20(A) ends once the foreign corporation obtains a certificate of authority; no separate grace period or stay is stated.Quote: “No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state, until the corporation has obtained a certificate of authority.” Pinpoint: NMSA 1978 § 53-17-20(A), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-17-20 'Transacting business without certificate of authority.'.(source) | The court-access bar under § 54-2A-907(B) ends once the foreign limited partnership obtains a certificate of authority; no separate grace period or stay is stated.Quote: “A foreign limited partnership transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.” Pinpoint: NMSA 1978 § 54-2A-907(B), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-907 'Cancellation of certificate of authority; effect of failure to have certificate.'.(source) |
| NVchecked 2026-10-02 | A foreign LLC's court-access bar ends once it registers with the Nevada Secretary of State.Quote: “may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.” Pinpoint: NRS 86.548(2).(source) | A noncompliant foreign corporation's court-access bar ends once it fully complies with Nevada's qualification requirements (NRS 80.010 to 80.040).Quote: “may not commence or maintain any action or proceeding in any court of this State until it has fully complied with the provisions of NRS 80.010 to 80.040, inclusive.” Pinpoint: NRS 80.055(2).(source) | A foreign limited partnership's court-access bar ends once it registers with the Nevada Secretary of State.Quote: “may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.” Pinpoint: NRS 88.600(2).(source) |
| NYchecked 2026-10-02 | N.Y. LLC Law § 808(a) bars a foreign LLC doing business without a certificate of authority from maintaining any action, suit or special proceeding unless and until it has received a certificate of authority.Quote: “A foreign limited liability company doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state unless and until such limited liability company shall have received a certificate of authority in this state.” Pinpoint: N.Y. Ltd. Liab. Co. Law § 808(a); nysenate.gov section page headed 'SECTION 808 Doing business without certificate of authority', Article 8 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | N.Y. Bus. Corp. Law § 1312(a) lifts the bar on suing once the corporation has been authorized to do business and has paid all accrued fees and taxes under the tax law, with related penalties and interest.Quote: “A foreign corporation doing business in this state without authority shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized to do business in this state and it has paid to the state all fees and taxes imposed under the tax law or any related statute, as defined in section eighteen hundred of such law, as well as penalties and interest charges related thereto, accrued against the corporation.” Pinpoint: N.Y. Bus. Corp. Law § 1312(a); nysenate.gov section page headed 'SECTION 1312 Actions or special proceedings by unauthorized foreign corporations', Article 13 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | N.Y. Partnership Law § 121-907(a) bars a foreign limited partnership doing business without a certificate of authority from maintaining any action, suit or special proceeding unless and until it has received one.Quote: “A foreign limited partnership doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state unless and until such partnership shall have received a certificate of authority in this state.” Pinpoint: N.Y. P'ship Law § 121-907(a); nysenate.gov section page headed 'SECTION 121-907 Doing business without certificate of authority', Article 8-A (page shows 'Viewing most recent revision (from 2014-09-22)').(source) |
| OHchecked 2026-10-02 | R.C. 1706.515(B) ends the court-access bar once the foreign LLC files its registration: a proceeding is not dismissed, after the registration's effective date, for the LLC's prior noncompliance.Quote: “If a court determines that a foreign limited liability company should have a registration as a limited liability company on file in the records of the secretary of state, and the foreign limited liability company subsequently delivers for filing to the secretary of state a registration as a limited liability company, no proceeding in any court in this state to which the foreign limited liability company, or a series thereof, is a party shall, after the effective date of the registration as a foreign limited liability company, be dismissed by reason of the foreign limited liability company's prior noncompliance with section 1706.511 of the Revised Code.” Pinpoint: R.C. 1706.515(B).(source) | R.C. 1703.29(A) ends the court-access bar once the foreign corporation obtains its license, which requires paying a $250 forfeiture and filing the required papers before maintaining the action.Quote: “no foreign corporation that should have obtained such license shall maintain any action in any court until it has obtained such license. Before any such corporation shall maintain such action on any cause of action arising at the time when it was not licensed to transact business in this state, it shall pay to the secretary of state a forfeiture of two hundred fifty dollars and file in the secretary of state's office the papers required by divisions (B) or (C) of this section, whichever is applicable.” Pinpoint: R.C. 1703.29(A).(source) | R.C. 1782.54(A) ends the court-access bar on an unregistered foreign limited partnership once it has registered in Ohio.Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” Pinpoint: R.C. 1782.54(A).(source) |
| OKchecked 2026-10-02 | The bar on maintaining an action ends once the foreign LLC registers with the Secretary of State as provided in the Act.Quote: “may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state as provided in this act” Pinpoint: 18 O.S. Section 2048(A), p.574.(source) | The bar ends once the foreign corporation is authorized and has paid all back fees/penalties/franchise taxes for the period it did business without authority; the bar never applies to a successor in interest.Quote: “unless and until such corporation has been authorized to do business in this state and has paid to the state all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.” Pinpoint: 18 O.S. Section 1137(A), p.482.(source) | The bar on maintaining an action or proceeding ends once the foreign LP obtains a certificate of authority to transact business in Oklahoma.Quote: “may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state” Pinpoint: 54 O.S. Section 500-907A(b), p.137-138.(source) |
| ORchecked 2026-10-02 | The court-access bar on an unauthorized foreign LLC ends once it obtains authorization from the Secretary of State.Quote: “A foreign limited liability company transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.” Pinpoint: ORS 63.704(1).(source) | The court-access bar on an unauthorized foreign corporation ends once it obtains authorization from the Secretary of State.Quote: “A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.” Pinpoint: ORS 60.704(1).(source) | The court-access bar on an unauthorized foreign limited partnership ends once it obtains registration from the Secretary of State.Quote: “A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state.” Pinpoint: ORS 70.380(1).(source) |
| PAchecked 2026-10-02 | 15 Pa.C.S. §411(b) has no separate cure provision; its court-access bar is conditional ("unless it is registered to do business under this chapter."), so the act states the cure only through that bar.Quote: “unless it is registered to do business under this chapter.” Pinpoint: § 411(b).(source) | 15 Pa.C.S. §411(b) has no separate cure provision; its court-access bar is conditional ("unless it is registered to do business under this chapter."), so the act states the cure only through that bar.Quote: “unless it is registered to do business under this chapter.” Pinpoint: § 411(b).(source) | 15 Pa.C.S. §411(b) has no separate cure provision; its court-access bar is conditional ("unless it is registered to do business under this chapter."), so the act states the cure only through that bar.Quote: “unless it is registered to do business under this chapter.” Pinpoint: § 411(b).(source) |
| RIchecked 2026-10-02 | The court-access bar on an unregistered foreign LLC ends once the company registers with the secretary of state.Quote: “A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” Pinpoint: 7-16-54(a).(source) | The court-access bar on an unregistered foreign corporation ends once the corporation obtains a certificate of authority.Quote: “No foreign corporation transacting business in this state without a certificate of authority is permitted to maintain any action, suit, or proceeding in any court of this state, until the corporation has obtained a certificate of authority.” Pinpoint: 7-1.2-1418(a).(source) | The bar on an unregistered foreign limited partnership maintaining an action ends once it registers with the secretary of state.Quote: “A foreign limited partnership may not do business in this state until it registers with the secretary of state under this part. […] A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.” Pinpoint: 7-13.1-1002(a)-(b).(source) |
| SCchecked 2026-10-02 | The litigation bar on a foreign LLC ends once it obtains a certificate of authority to transact business, per Section 33-44-1008(a).Quote: “A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.” Pinpoint: S.C. Code Ann. Section 33-44-1008(a), Chapter 44 Article 10.(source) | The bar on suing ends once the foreign corporation obtains a certificate of authority, per Section 33-15-102(a).Quote: “A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority.” Pinpoint: S.C. Code Ann. Section 33-15-102(a), Chapter 15 Article 1.(source) | The bar on suing ends once the foreign limited partnership registers with the Secretary of State, per Section 33-42-1670(a).Quote: “A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.” Pinpoint: S.C. Code Ann. Section 33-42-1670(a), Chapter 42 Article 9.(source) |
| SDchecked 2026-10-02 | SDCL §47-34A-1008(a) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this state."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this state.” Pinpoint: 47-34A-1008(a).(source) | A court may stay (rather than dismiss) a proceeding until it is determined whether a certificate of authority is required, and if so, until the certificate is obtained.Quote: “A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” Pinpoint: SDCL § 47-1A-1502.1.(source) | The court-access bar on an unregistered foreign LP lasts only until it registers in South Dakota; there is no separate stay provision.Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.” Pinpoint: SDCL § 48-7-907.(source) |
| TNchecked 2026-10-02 | The court-access bar and the 913(e) filing freeze both end once the foreign LLC obtains a certificate of authority (and, under (e), pays the accrued 913(d) fine first).Quote: “A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.” Pinpoint: bill § 913(a) (codified Tenn. Code Ann. § 48-249-913(a)).(source) | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | § 1002(b)'s court-access bar lifts once the foreign LP registers with the secretary of state and pays all fees owed for the years it did business unregistered.Quote: “A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.” Pinpoint: bill § 1002(b) (codified Tenn. Code Ann. § 61-3-1002(b)).(source) |
| TXchecked 2026-10-02 | Sec. 9.051(b) lifts the court-access bar once the foreign entity 'is registered in accordance with this chapter'; no separate court-stay mechanism for this bar is stated in ch. 9.Quote: “unless the foreign filing entity is registered in accordance with this chapter” Pinpoint: Tex. Bus. Orgs. Code § 9.051(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter B page, heading 'Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.'.(source) | Sec. 9.051(b) lifts the court-access bar once the foreign entity 'is registered in accordance with this chapter'; no separate court-stay mechanism for this bar is stated in ch. 9.Quote: “unless the foreign filing entity is registered in accordance with this chapter” Pinpoint: Tex. Bus. Orgs. Code § 9.051(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter B page, heading 'Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.'.(source) | Sec. 9.051(b) lifts the court-access bar once the foreign entity 'is registered in accordance with this chapter'; no separate court-stay mechanism for this bar is stated in ch. 9.Quote: “unless the foreign filing entity is registered in accordance with this chapter” Pinpoint: Tex. Bus. Orgs. Code § 9.051(b); tcss.legis.texas.gov Title 1, Chapter 9, Subchapter B page, heading 'Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.'.(source) |
| UTchecked 2026-10-02 | The bar on maintaining an action ends once the foreign limited liability company registers to do business; Utah states no separate court-ordered stay mechanism.Quote: “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” Pinpoint: Utah Code § 16-1a-503(2).(source) | The bar on maintaining an action ends once the foreign business corporation registers to do business; Utah states no separate court-ordered stay mechanism.Quote: “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” Pinpoint: Utah Code § 16-1a-503(2).(source) | The bar on maintaining an action ends once the foreign limited partnership registers to do business; Utah states no separate court-ordered stay mechanism.Quote: “A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.” Pinpoint: Utah Code § 16-1a-503(2).(source) |
| VAchecked 2026-10-02 | The bar (on the LLC and on its successor/assignee) ends once the foreign LLC or its successor registers in the Commonwealth; no separate cure deadline or stay procedure is stated.Quote: “A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth. […] The successor to a foreign limited liability company that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited liability company or its successor has registered in the Commonwealth.” Pinpoint: § 13.1-1057(A), (B).(source) | The bar (on the corporation and on its successor/assignee) ends once the foreign corporation or its successor obtains a certificate of authority; a court may also stay a pending proceeding until that happens.Quote: “A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority. […] The successor to a foreign corporation that transacted business in the Commonwealth without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign corporation or its successor obtains a certificate of authority.” Pinpoint: § 13.1-758(A), (B).(source) | The bar (on the LP and on its successor/assignee) ends once the foreign limited partnership or its successor registers in the Commonwealth; no separate cure deadline or stay procedure is stated.Quote: “A foreign limited partnership transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth. […] The successor to a foreign limited partnership that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited partnership or its successor has registered in the Commonwealth.” Pinpoint: § 50-73.59(A), (B).(source) |
| VTchecked 2026-10-02 | 11 V.S.A. § 4119(a)(1) ends the court-access bar once the foreign LLC obtains a certificate of authority.Quote: “A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State.” Pinpoint: 11 V.S.A. § 4119(a)(1).(source) | 11A V.S.A. § 15.02(a) ends the court-access bar once the foreign corporation obtains a certificate of authority.Quote: “A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.” Pinpoint: 11A V.S.A. § 15.02(a).(source) | 11 V.S.A. § 3487(a)(1) ends the court-access bar once the foreign limited partnership registers.Quote: “A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State.” Pinpoint: 11 V.S.A. § 3487(a)(1).(source) |
| WAchecked 2026-10-02 | RCW 23.95.505(2)-(4): the bar on a foreign limited liability company maintaining an action ends once it registers and pays the back fees and penalties for its unregistered years; a court may stay (not dismiss) the case pending that cure.Quote: “A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.” Pinpoint: RCW 23.95.505(2)-(4).(source) | RCW 23.95.505(2)-(4): the bar on a foreign corporation maintaining an action ends once it registers and pays the back fees and penalties for its unregistered years; a court may stay (not dismiss) the case pending that cure.Quote: “A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.” Pinpoint: RCW 23.95.505(2)-(4).(source) | RCW 23.95.505(2)-(4): the bar on a foreign limited partnership maintaining an action ends once it registers and pays the back fees and penalties for its unregistered years; a court may stay (not dismiss) the case pending that cure.Quote: “A foreign entity doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state and has paid to this state all fees and penalties for the years, or parts thereof, during which it did business in this state without having registered.(3) The successor to a foreign entity that transacted business in this state without a certificate of registration and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign entity, or its successor, obtains a certificate of registration.(4) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, or its successor, requires a certificate of registration. If it so determines, the court may further stay the proceeding until the foreign entity, or its successor, obtains the certificate of registration.” Pinpoint: RCW 23.95.505(2)-(4).(source) |
| WIchecked 2026-10-02 | Wis. Stat. s. 183.0902(2) has no separate cure provision; its court-access bar is conditional ("unless it has registered to do business in this state."), so the act states the cure only through that bar.Quote: “unless it has registered to do business in this state.” Pinpoint: s. 183.0902(2).(source) | A Wisconsin court may stay a foreign corporation's proceeding until it obtains a certificate of authority, ending the bar once obtained.Quote: “A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” Pinpoint: Wis. Stat. s. 180.1502(3).(source) | Wis. Stat. s. 179.1002(2) has no separate cure provision; its court-access bar is conditional ("unless it has registered to do business in this state."), so the act states the cure only through that bar.Quote: “unless it has registered to do business in this state.” Pinpoint: s. 179.1002(2).(source) |
| WVchecked 2026-10-03 | W. Va. Code 31B-10-1008(a) has no separate cure provision; its court-access bar is conditional ("unless it has a certificate of authority to transact business in this state."), so the act states the cure only through that bar.Quote: “unless it has a certificate of authority to transact business in this state.” Pinpoint: 31B-10-1008(a).(source) | The bar on maintaining a proceeding is addressed by a stay: the circuit court may stay the action until the foreign corporation obtains a certificate of authority, at which point the proceeding may go forward.Quote: “A circuit court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the circuit court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.” Pinpoint: W. Va. Code 31D-15-1502(c).(source) | W. Va. Code 47-9-54(a) has no separate cure provision; its court-access bar is conditional ("until it has registered in this state."), so the act states the cure only through that bar.Quote: “until it has registered in this state.” Pinpoint: 47-9-54(a).(source) |
| WYchecked 2026-10-02 | Through W.S. 17-29-114, the court-access bar lasts until a certificate of authority is obtained; the secretary of state may refuse to issue it until taxes, fees, interest, expenses and penalties are paid.Quote: “To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. […] may not maintain a proceeding in any court in this state until it obtains a certificate of authority […] the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate […] The secretary of state may refuse to issue a certificate of authority until all taxes, fees, interest, expenses and penalties due under this section have been paid to him.” Pinpoint: W.S. 17-29-114, Title 17 PDF p. 682; W.S. 17-16-1502(a), (c), (d), PDF pp. 365-366.(source) | The court-access bar lasts until the foreign corporation obtains a certificate of authority; the secretary of state may refuse to issue it until taxes, fees, interest, expenses and penalties are paid.Quote: “may not maintain a proceeding in any court in this state until it obtains a certificate of authority […] The secretary of state may refuse to issue a certificate of authority until all taxes, fees, interest, expenses and penalties due under this section have been paid to him.” Further quote: “may not maintain a proceeding in any court in this state until it obtains a certificate of authority […] the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate […] The secretary of state may refuse to issue a certificate of authority until all taxes, fees, interest, expenses and penalties due under this section have been paid to him.” Pinpoint: W.S. 17-16-1502(a), (c), (d), Title 17 PDF pp. 365-366.(source) | The court-access bar on a foreign limited partnership that transacted business without registering lasts until it has registered in Wyoming (W.S. 17-14-1007(a)).Quote: “A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.” Pinpoint: W.S. 17-14-1007(a), Title 17 PDF p. 205.(source) |
Field definitions
- LLC
- What the statute says about curing non-registration, in the state's limited liability company act.
- Corporation
- What the statute says about curing non-registration, in the state's business corporation act.
- Limited Partnership
- What the statute says about curing non-registration, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
Whether the test is separate from taxation and service of process
Each cell quotes any text stating that the registration test, or its list of excluded activities, does not decide whether an entity is subject to taxation, service of process or other regulation; a cell that reads “Not stated after complete search” says a search of the act text found no such statement, and a cell whose checked sources do not support a finding reads Unknown.
| State | LLC | Corporation | Limited Partnership |
|---|---|---|---|
| AKchecked 2026-10-02 | Not stated after complete searchNo text separating the AS 10.50.605 conducting-affairs test from taxation, service of process or other regulation was located in the Alaska LLC Act. Pinpoint: Alaska Revised Limited Liability Company Act, AS 10.50.010-10.50.995, full chapter (full-text search).(source) | Not stated after complete searchNo text separating the AS 10.06.705 transacting-business test from taxation, service of process or other regulation was located in the Alaska Corporations Code. Pinpoint: Alaska Corporations Code, AS 10.06.005-10.06.995, full chapter (full-text search).(source) | Not stated after complete searchNo text separating the AS 32.11.420 transacting-business test from taxation, service of process or other regulation was located in the Alaska Revised Uniform Limited Partnership Act. Pinpoint: Alaska Revised Uniform Limited Partnership Act, AS 32.11.010-32.11.990, full chapter (full-text search).(source) |
| ALchecked 2026-10-02 | Not stated after complete searchAlabama's Article 7 has no provision stating that its registration/consequences rules are independent of, or do not govern, taxation or service-of-process determinations under other law. Quote: “This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to filing or registering requirements.” Pinpoint: Ala. Code § 10A-1-7.24.(source) | Not stated after complete searchAlabama's Article 7 has no provision stating that its registration/consequences rules are independent of, or do not govern, taxation or service-of-process determinations under other law. Quote: “This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to filing or registering requirements.” Pinpoint: Ala. Code § 10A-1-7.24.(source) | Not stated after complete searchAlabama's Article 7 has no provision stating that its registration/consequences rules are independent of, or do not govern, taxation or service-of-process determinations under other law. Quote: “This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to filing or registering requirements.” Pinpoint: Ala. Code § 10A-1-7.24.(source) |
| ARchecked 2026-10-02 | § 4-38-905(c) says the activities-exclusion list does not control whether a foreign LLC is subject to service of process, taxation, or other regulation under law other than this chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: Ark. Code Ann. § 4-38-905(c).(source) | Not stated after complete searchNeither § 1501 nor § 1502 states that the activities-exclusion list does not govern taxation, service of process, or other regulation; no such carve-out was located anywhere in Act 958. Pinpoint: Searched the complete Act 958 text (§§ 64-101 to 64-1908) for a saving/disclaiming clause tied to § 64-1501's exclusions list; none located (the act's other 'tax'/'service of process' hits concern franchise-tax reporting and service mechanics, not a disclaimer).(source) | § 4-47-903(c) says the activities-exclusion list does not control whether a foreign LP is subject to service of process, taxation, or other regulation under any other Arkansas law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State.” Pinpoint: Ark. Code Ann. § 4-47-903(c).(source) |
| AZchecked 2026-10-02 | A.R.S. § 29-3905(C) states that the doing-business exclusions list does not govern whether a foreign LLC or foreign series is subject to service of process, taxation or regulation under other Arizona law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company or foreign series to service of process, taxation or regulation under the laws of this state other than this chapter.” Pinpoint: A.R.S. § 29-3905(C); azleg.gov section page headed '29-3905 - Activities not constituting doing business'.(source) | Not stated after complete searchA full-text search of A.R.S. § 10-140 and §§ 10-1501 to 10-1510 located no statement that the transact-business standard is distinct from Arizona's tax, service-of-process or regulatory tests (contrast the LLC/LP provisions). Pinpoint: A.R.S. § 10-140 (definitions) and all ten sections of Chapter 15 Article 1, §§ 10-1501 to 10-1510; no 'taxation', 'service of process' or 'regulation' distinction clause located.(source) | A.R.S. § 29-354(F) states that the transacting-business exclusions list does not govern whether a foreign limited partnership is subject to service of process, suit, taxation or regulation under any other Arizona statute.Quote: “The provisions of this section do not apply in determining the contacts or activities which may subject a foreign limited partnership to service of process, suit, taxation or regulation under any other statute of this state.” Pinpoint: A.R.S. § 29-354(F); azleg.gov section page headed '29-354 - Transaction of business without registration'.(source) |
| CAchecked 2026-10-02 | Section 17708.03(e) confines the transacting-intrastate-business test to Article 8 itself and does not govern service of process, taxation, or other regulation under other California law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the law of this state other than this article.” Pinpoint: Corp. Code Section 17708.03(e); leginfo.legislature.ca.gov Corporations Code, TITLE 2.6, ARTICLE 8 page, heading '17708.03.'.(source) | Not stated after complete searchNo sentence in Sec. 191, Chapter 21, or Sec. 2203 separates the transacting-intrastate-business test from service of process, taxation, or other regulation under California law.(source) | Section 15909.03(c) confines the transacting-business test of this article and does not govern service of process, taxation, jurisdiction, or other regulation under other California law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation jurisdiction, or regulation under any other law of this state.” Pinpoint: Corp. Code Section 15909.03(c); leginfo.legislature.ca.gov Corporations Code, TITLE 2, CHAPTER 4.5, ARTICLE 9 page, heading '15909.03.'.(source) |
| COchecked 2026-10-02 | C.R.S. § 7-90-801(4) decouples the transacting-business test from courts' jurisdiction and existing service-of-process methods for a foreign limited liability company; it is silent on taxation.Quote: “Nothing in this section shall limit or affect the right to subject a foreign entity that does not, or is not required to, have authority to transact business or conduct activities in this state to the jurisdiction of the courts of this state or to serve upon any foreign entity any process, notice, or demand required or permitted by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable rules of civil procedure.” Pinpoint: C.R.S. § 7-90-801(4) (decouples the Part 8 doing-business test from court jurisdiction and existing service-of-process methods; silent on taxation -- a full-text search of §§ 7-90-801, 7-90-802 and 7-90-805 found no tax-specific clause).(source) | C.R.S. § 7-90-801(4) decouples the transacting-business test from courts' jurisdiction and existing service-of-process methods for a foreign corporation; it is silent on taxation.Quote: “Nothing in this section shall limit or affect the right to subject a foreign entity that does not, or is not required to, have authority to transact business or conduct activities in this state to the jurisdiction of the courts of this state or to serve upon any foreign entity any process, notice, or demand required or permitted by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable rules of civil procedure.” Pinpoint: C.R.S. § 7-90-801(4) (decouples the Part 8 doing-business test from court jurisdiction and existing service-of-process methods; silent on taxation -- a full-text search of §§ 7-90-801, 7-90-802 and 7-90-805 found no tax-specific clause).(source) | C.R.S. § 7-90-801(4) decouples the transacting-business test from courts' jurisdiction and existing service-of-process methods for a foreign limited partnership; it is silent on taxation.Quote: “Nothing in this section shall limit or affect the right to subject a foreign entity that does not, or is not required to, have authority to transact business or conduct activities in this state to the jurisdiction of the courts of this state or to serve upon any foreign entity any process, notice, or demand required or permitted by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable rules of civil procedure.” Pinpoint: C.R.S. § 7-90-801(4) (decouples the Part 8 doing-business test from court jurisdiction and existing service-of-process methods; silent on taxation -- a full-text search of §§ 7-90-801, 7-90-802 and 7-90-805 found no tax-specific clause).(source) |
| CTchecked 2026-10-02 | Section 34-275d does not apply in determining the contacts or activities that may subject a foreign LLC to service of process, taxation or other regulation outside §§ 34-243 to 34-283d (§ 34-275d(c)).Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under law of this state other than sections 34-243 to 34-283d, inclusive.” Pinpoint: Conn. Gen. Stat. § 34-275d(c), heading 'Sec. 34-275d. Activities not constituting transacting business in this state.'.(source) | Not stated after complete searchNo text separating the § 33-920 transacting-business test from taxation, service of process or other regulation was located in the Connecticut Business Corporation Act. Pinpoint: Conn. Gen. Stat. §§ 33-600 to 33-998, full chapter (full-text search).(source) | Not stated after complete searchNo text separating the § 34-38o transacting-business test from taxation, service of process or other regulation was located in the Uniform Limited Partnership Act. Pinpoint: Conn. Gen. Stat. §§ 34-9 to 34-38u, full chapter (full-text search).(source) |
| DCchecked 2026-10-02 | D.C. Code § 29-105.05(b) says the doing-business exclusion list does not govern service of process, taxation, or other D.C. regulation for a foreign limited liability company.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation, or regulation under law of the District other than this title.” Pinpoint: D.C. Code § 29-105.05(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.05 ‘Activities not constituting doing business.’.(source) | D.C. Code § 29-105.05(b) says the doing-business exclusion list does not govern service of process, taxation, or other D.C. regulation for a foreign corporation.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation, or regulation under law of the District other than this title.” Pinpoint: D.C. Code § 29-105.05(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.05 ‘Activities not constituting doing business.’.(source) | D.C. Code § 29-105.05(b) says the doing-business exclusion list does not govern service of process, taxation, or other D.C. regulation for a foreign limited partnership.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation, or regulation under law of the District other than this title.” Pinpoint: D.C. Code § 29-105.05(b); code.dccouncil.gov Title 29 ch. 1 whole-chapter capture, § 29–105.05 ‘Activities not constituting doing business.’.(source) |
| DEchecked 2026-10-02 | § 18-912(c) says the § 18-912 list does not apply in deciding whether a foreign LLC is subject to service of process, taxation or regulation under other Delaware law.Quote: “This section does not apply in determining whether a foreign limited liability company is subject to service of process, taxation or regulation under any other law of the State of Delaware.” Pinpoint: 6 Del. C. § 18-912(c); delcode.delaware.gov Title 6, Chapter 18 (Limited Liability Company Act), Subchapter IX (Foreign Limited Liability Companies) page, heading '18-912. Activities not constituting doing business.'.(source) | § 373(b) says the § 373 exceptions have no application to whether a foreign corporation is subject to service of process and suit under § 382 or other Delaware law (echoed in § 382(b)); it does not mention taxation.Quote: “This section shall have no application to the question of whether any foreign corporation is subject to service of process and suit in this State under § 382 of this title or any other law of this State. […] Section 373 of this title shall not apply in determining whether any foreign corporation is transacting business in this State within the meaning of this section” Pinpoint: 8 Del. C. § 373(b); delcode.delaware.gov Title 8, Chapter 1 (General Corporation Law), Subchapter XVI (Foreign Corporations) page, heading '373. Exceptions to requirements.' (also § 382(b)).(source) | § 17-912(c) says the § 17-912 list does not apply in deciding whether a foreign LP is subject to service of process, taxation or regulation under other Delaware law.Quote: “This section does not apply in determining whether a foreign limited partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware.” Pinpoint: 6 Del. C. § 17-912(c); delcode.delaware.gov Title 6, Chapter 17 (Limited Partnerships), Subchapter IX (Foreign Limited Partnerships) page, heading '17-912. Activities not constituting doing business.'.(source) |
| FLchecked 2026-10-02 | Section 605.0905(4) says the transacting-business exclusions list does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation outside this chapter.Quote: “This section does not apply when determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the law of this state other than this chapter.” Pinpoint: Fla. Stat. § 605.0905(4).(source) | Section 607.1501(4) says the transacting-business exclusions list does not govern whether a foreign corporation is subject to service of process, taxation, or other regulation outside this chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the law of this state other than this chapter.” Pinpoint: Fla. Stat. § 607.1501(4).(source) | Section 620.1903(4) says the transacting-business exclusions list does not govern whether a foreign limited partnership is subject to service of process, taxation, or other regulation under other Florida law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.” Pinpoint: Fla. Stat. § 620.1903(4).(source) |
| GAchecked 2026-10-02 | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. | UnknownThe official source could not be retrieved for this entity type, so no finding is stated. |
| HIchecked 2026-10-02 | HRS §428-1003(c) states the transacting-business activities list does not apply in determining contacts for service of process, taxation, or regulation under any other Hawaii law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State.” Pinpoint: HRS §428-1003(c).(source) | Not stated after complete searchNo text separating the transacting-business test from taxation, service of process, or other regulation was located after a full-text search of HRS §414-431 to 414-441. Pinpoint: HRS §414-431 to 414-441 read in full; no tax/service-of-process distinction clause located.(source) | HRS §425E-903(c) states the transacting-business activities list does not apply in determining the [contracts] or activities subjecting the partnership to service of process, taxation, or regulation under other Hawaii law.Quote: “This section shall not apply in determining the [contracts] or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State.” Pinpoint: HRS §425E-903(c).(source) |
| IAchecked 2026-10-02 | Iowa Code § 489.905(2): the doing-business exclusion list does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation outside chapter 489.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the laws of this state other than this chapter.” Pinpoint: § 489.905(2).(source) | Iowa Code § 490.1505(2): the doing-business exclusion list does not govern whether a foreign corporation is subject to service of process, taxation, or other regulation outside chapter 490.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of this state other than this chapter.” Pinpoint: § 490.1505(2).(source) | Iowa Code § 488.903(3): the transacting-business test in § 488.903 does not govern whether a foreign LP is subject to service of process, taxation, or other regulation under any other Iowa law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.” Pinpoint: § 488.903(3).(source) |
| IDchecked 2026-10-02 | Idaho Code § 30-21-505(c) says the doing-business exclusions list does not govern whether a foreign filing entity is subject to service of process, taxation or other regulation under other Idaho law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation or regulation under the law of this state other than this act.” Pinpoint: Idaho Code § 30-21-505(c).(source) | Idaho Code § 30-21-505(c) says the doing-business exclusions list does not govern whether a foreign filing entity is subject to service of process, taxation or other regulation under other Idaho law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation or regulation under the law of this state other than this act.” Pinpoint: Idaho Code § 30-21-505(c).(source) | Idaho Code § 30-21-505(c) says the doing-business exclusions list does not govern whether a foreign filing entity is subject to service of process, taxation or other regulation under other Idaho law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation or regulation under the law of this state other than this act.” Pinpoint: Idaho Code § 30-21-505(c).(source) |
| ILchecked 2026-10-02 | 805 ILCS 180/45-47(b) says the exclusions list has no application to whether a foreign LLC is subject to service of process and suit in Illinois; it does not separately address taxation.Quote: “This Section has no application to the question of whether any foreign limited liability company is subject to service of process and suit in this State under any law of this State.” Pinpoint: 805 ILCS 180/45-47(b).(source) | Not stated after complete searchNo statement that the Article 13 exclusions list or transacting-business test does not govern taxation, service of process, or other regulation was located after a full-text search of the whole Business Corporation Act. Pinpoint: 805 ILCS 5/1.01 through 17.20, Business Corporation Act of 1983 full text (full-text search).(source) | 805 ILCS 215/903(c) says the exclusions-list section does not apply in determining contacts or activities that may subject a foreign LP to service of process, taxation, or other regulation under Illinois law.Quote: “This Section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State.” Pinpoint: 805 ILCS 215/903(c).(source) |
| INchecked 2026-10-02 | The doing-business exclusions list does not govern whether a foreign entity's contacts subject it to service of process, taxation, or other regulation under Indiana law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of Indiana other than this article.” Pinpoint: IC 23-0.5-5-5(c).(source) | The doing-business exclusions list does not govern whether a foreign entity's contacts subject it to service of process, taxation, or other regulation under Indiana law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of Indiana other than this article.” Pinpoint: IC 23-0.5-5-5(c).(source) | The doing-business exclusions list does not govern whether a foreign entity's contacts subject it to service of process, taxation, or other regulation under Indiana law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of Indiana other than this article.” Pinpoint: IC 23-0.5-5-5(c).(source) |
| KSchecked 2026-10-02 | K.S.A. 17-7932(c) says the doing-business activity list does not govern whether a foreign covered entity is subject to service of process, taxation or regulation under any other Kansas law.Quote: “This section does not apply in determining whether a foreign covered entity is subject to service of process, taxation or regulation under any other law of this state.” Pinpoint: K.S.A. 17-7932; subsec. (c).(source) | K.S.A. 17-7932(c) says the doing-business activity list does not govern whether a foreign covered entity is subject to service of process, taxation or regulation under any other Kansas law.Quote: “This section does not apply in determining whether a foreign covered entity is subject to service of process, taxation or regulation under any other law of this state.” Pinpoint: K.S.A. 17-7932; subsec. (c).(source) | K.S.A. 17-7932(c) says the doing-business activity list does not govern whether a foreign covered entity is subject to service of process, taxation or regulation under any other Kansas law.Quote: “This section does not apply in determining whether a foreign covered entity is subject to service of process, taxation or regulation under any other law of this state.” Pinpoint: K.S.A. 17-7932; subsec. (c).(source) |
| KYchecked 2026-10-02 | KRS 14A.9-010(5) says the transacting-business test does not govern whether a foreign LLC is subject to service of process, taxation, or other Kentucky regulation.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign entity to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.” Pinpoint: KRS 14A.9-010(5).(source) | KRS 14A.9-010(5) says the transacting-business test does not govern whether a foreign corporation is subject to service of process, taxation, or other Kentucky regulation.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign entity to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.” Pinpoint: KRS 14A.9-010(5).(source) | KRS 14A.9-010(5) says the transacting-business test does not govern whether a foreign LP is subject to service of process, taxation, or other Kentucky regulation.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign entity to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.” Pinpoint: KRS 14A.9-010(5).(source) |
| LAchecked 2026-10-02 | Not stated after complete searchLouisiana's foreign-LLC chapter never states that the list of excluded activities does not govern taxation, service of process, or other regulation; R.S. 12:1366 addresses only choice-of-law for member liability.(source) | Not stated after complete searchLouisiana's Foreign Corporation Law never says the activities list leaves taxation, service of process, or other regulation untouched; R.S. 12:302(L) only exempts Subsection K lender-type entities from certain taxes/fees.(source) | Not stated after complete searchLouisiana's foreign-partnership qualification chapter has no activities-exclusion list to begin with, so it never states that such a list leaves taxation, service of process, or other regulation untouched.(source) |
| MAchecked 2026-10-02 | Not stated after complete searchNo provision in c. 156C §§ 47-54 (the foreign-LLC registration article) separates the doing-business test from a taxation or other-regulation test; none was located after a complete search. Pinpoint: G.L. c. 156C §§ 47-54 (complete-search scope; no operative text found).(source) | Not stated after complete searchNo provision in c. 156D Part 15, Subdivision A (§§ 15.01-15.11) separates the doing-business test from a taxation or other-regulation test; none was located after a complete search. Pinpoint: G.L. c. 156D §§ 15.01-15.11 (complete-search scope; no operative text found).(source) | Not stated after complete searchNo provision in c. 109 §§ 48-55 (the foreign-LP registration article, including the corporate provisions it cross-applies) separates the doing-business test from a taxation or other-regulation test; none was located after a complete search. Pinpoint: G.L. c. 109 §§ 48-55 (complete-search scope; no operative text found).(source) |
| MDchecked 2026-10-02 | Not stated after complete searchNo text was found in Subtitle 10 (§§ 4A-1001-4A-1009) saying the doing-business test or exclusions list does not govern taxation, service of process, or other regulation. Pinpoint: §§ 4A-1001-4A-1009 (full-text search).(source) | Not stated after complete searchNo text was found in Title 7 (§§ 7-101-7-305) saying the doing-business test or exclusions list does not govern taxation, service of process, or other regulation. Pinpoint: §§ 7-101-7-305 (full-text search).(source) | Not stated after complete searchNo text was found in Subtitle 9 (§§ 10-901-10-911) saying the doing-business test or exclusions list does not govern taxation, service of process, or other regulation. Pinpoint: §§ 10-901-10-911 (full-text search).(source) |
| MEchecked 2026-10-02 | 31 M.R.S. §1623(3) says the conducting-activities exclusion list does not govern whether a foreign LLC is subject to service of process, taxation or other regulation under other Maine law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under laws of this State other than this chapter.” Pinpoint: 31 M.R.S. §1623(3), Title 31 Ch.21 PDF p. 42.(source) | Not stated after complete searchNo clause separating the transacting-business test from taxation, service of process or other regulation was located in the Maine Business Corporation Act's foreign-corporations chapter after a full-text search. Pinpoint: 13-C M.R.S. §1501-§1533, Title 13-C Ch.15 PDF pp. 1-10 (full-text search).(source) | 31 M.R.S. §1413(3) says the transacting-business exclusion list does not govern whether a foreign LP is subject to service of process, taxation or other regulation under other Maine law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation under any other law of this State.” Pinpoint: 31 M.R.S. §1413(3), Title 31 Ch.19 PDF p. 52.(source) |
| MIchecked 2026-10-02 | MCL 450.5008(2) says the activities-exclusion list does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation.Quote: “This section does not apply in determining the contacts 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.” Pinpoint: MCL 450.5008(2), Sec. 1008(2).(source) | MCL 450.2012(2) says the activities-exclusion list does not govern whether a foreign corporation is subject to service of process, taxation, or other regulation.Quote: “This section does not apply in determining the contacts or activities which may subject a foreign corporation to service of process or taxation in this state or to regulation under any other act of this state.” Pinpoint: MCL 450.2012(2), Sec. 1012(2).(source) | MCL 449.1909(b) says the activities-exclusion list does not govern whether a foreign limited partnership is subject to service of process, taxation, or other regulation.Quote: “This section does not apply in determining the contacts or activities which may subject a foreign limited partnership to service of process or taxation in this state or to regulation under any other act of this state.” Pinpoint: MCL 449.1909(b), Sec. 909(b).(source) |
| MNchecked 2026-10-02 | Minn. Stat. § 322C.0803, subd. 3 states that the transacting-business exclusions do not govern service of process, taxation, or other regulation under laws outside this chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: Minn. Stat. § 322C.0803, subd. 3.(source) | Minn. Stat. § 303.03 states that the transacting-business test it sets does not establish the standards for taxation under section 290.015 or the related reporting duty.Quote: “This section does not establish standards for those activities that may subject a foreign corporation to taxation under section 290.015 and to the reporting requirements of section 290.371.” Pinpoint: Minn. Stat. § 303.03.(source) | Minn. Stat. § 321.0903(c) states that the transacting-business exclusions do not govern service of process, taxation, or other regulation under other Minnesota law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.” Pinpoint: Minn. Stat. § 321.0903(c).(source) |
| MOchecked 2026-10-02 | § 347.163.10 expressly says the section's doing-business test does not govern taxation, service of process, suit or regulation under any other Missouri statute.Quote: “The provisions of this section do not apply in determining the context or activities which may subject a foreign limited liability company to service of process, suit, taxation or regulation under any other statute of this state.” Pinpoint: § 347.163.10.(source) | Not stated after complete searchThe Foreign Corporations article (§§351.572-.609) has no clause distinguishing the transacting-business test from taxation/service/regulation; §§351.598, .604 instead tie unpaid tax to revocation and tax-clearance to reinstatement. Pinpoint: Searched the complete Foreign Corporations article §§351.572, .574, .576, .578, .582, .584, .586, .588, .592, .594, .596, .598, .602, .604, .606, .608, .609 in full; no distinguishing clause located.(source) | Not stated after complete searchThe complete foreign-LP article (§§359.491-.561) has no clause saying the transacting-business test does not govern taxation, service of process, or other regulation (contrast §347.163.10 for LLCs). Pinpoint: Searched the complete foreign-LP article §§359.491, .501, .511, .521, .531, .541, .551, .561 in full; no distinguishing clause located.(source) |
| MSchecked 2026-10-02 | Section 79-29-1015's exclusions list is expressly carved out of any role in determining service of process, taxation, or other regulation.Quote: “This section does 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.” Pinpoint: § 79-29-1015(3).(source) | UnknownThe captured source text does not support a quoted finding or a complete-search negative for this entity type. | Section 79-14-1005's exclusions list is expressly carved out of any role in determining service of process, taxation, or other regulation under law other than the Act.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this act.” Pinpoint: § 79-14-1005(c).(source) |
| MTchecked 2026-10-02 | Not stated after complete searchNo sentence in Mont. Code Ann. §§ 35-8-1001 to 35-8-1014 excludes the transacting-business test from taxation, service of process, or other regulation, after a full-text search of Part 10. Pinpoint: Mont. Code Ann. §§ 35-8-1001 to 35-8-1014 (Part 10, full text searched).(source) | Mont. Code Ann. § 35-14-1505(3) excludes the exclusions-list test from determining service of process, taxation, or other regulation under Montana law outside this chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of this state other than this chapter.” Pinpoint: Mont. Code Ann. § 35-14-1505(3).(source) | Mont. Code Ann. § 35-12-1309(3) says the exclusions section does not apply in determining the contacts or activities that may subject a foreign LP to service of process, taxation, or other regulation.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.” Pinpoint: Mont. Code Ann. § 35-12-1309(3).(source) |
| NCchecked 2026-10-02 | Not stated after complete searchChapter 57D's Article 7 never states that the registration/exclusions test is separate from taxation, service of process or other regulation.(source) | Not stated after complete searchChapter 55's Article 15 never states that the registration/exclusions test is separate from taxation, service of process or other regulation.(source) | Not stated after complete searchChapter 59 Part 9 never states the foreign-LP test is separate from taxation/service of process/regulation; Article 4A carries that disclaimer, but only for the different LLP entity type.(source) |
| NDchecked 2026-10-02 | NDCC 10-32.1-82(3): the exclusions list does not govern service of process, taxation, or other regulation of a foreign LLC.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: NDCC 10-32.1-82(3), heading "10-32.1-82. Foreign limited liability company - Transactions not constituting transacting business."(source) | NDCC 10-19.1-143(4): the exclusions list does not govern service of process, taxation, or other regulation of a foreign corporation.Quote: “This section does not apply in determining the contracts or activities that may subject a foreign corporation to service of process or taxation in this state or to regulation under any other law of this state.” Pinpoint: NDCC 10-19.1-143(4), heading "10-19.1-143. Foreign corporation - Transactions not constituting transacting business."(source) | NDCC 45-10.2-86(3): the exclusions list does not govern service of process, taxation, or other regulation of a foreign LP.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.” Pinpoint: NDCC 45-10.2-86(3), heading "45-10.2-86. (903) Foreign limited partnership - Activities not constituting transacting business."(source) |
| NEchecked 2026-10-02 | Neb. Rev. Stat. § 21-157(c) expressly says the transacting-business exclusions list does not govern service of process, taxation, or regulation under other Nebraska law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than the Nebraska Uniform Limited Liability Company Act.” Pinpoint: Neb. Rev. Stat. § 21-157.(source) | Not stated after complete searchUnlike the LLC act's § 21-157(c), no captured section of the foreign-corporation article states that the transacting-business exclusions list does not govern taxation, service of process, or other regulation. Pinpoint: Neb. Rev. Stat. § 21-2,203.(source) | Not stated after complete searchNo captured section of the foreign-limited-partnership article states that the doing-business treatment is distinct from taxation, service of process, or other regulation. Pinpoint: Neb. Rev. Stat. § 67-286.(source) |
| NHchecked 2026-10-02 | RSA 304-C:174, III says the doing-business exclusions list does not govern service of process, taxation, or other regulation, and does not preclude a business-profits-tax nexus finding under RSA 77-A:1, XII.Quote: “This section does not apply in determining the contacts 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, and nothing in this section shall be construed to preclude a determination that a foreign limited liability company is carrying on a business activity in this state within the meaning of RSA 77-A:1, XII.” Pinpoint: RSA 304-C:174, III, gc.nh.gov heading '304-C:174 Transactions Not Constituting Doing Business'.(source) | RSA 293-A:15.01(d) says the section's transacting-business exclusions do not preclude a separate finding of business-activity tax nexus under RSA 77-A:1, XII.Quote: “Nothing in this section shall be construed so as to preclude a determination that a foreign corporation is carrying on business activity within this state within the meaning of RSA 77-A:1, XII.” Pinpoint: RSA 293-A:15.01(d), gc.nh.gov heading '293-A:15.01 Authority to Transact Business Required'.(source) | Not stated after complete searchRSA 304-B's Foreign Limited Partnerships subdivision has no clause distinguishing its transacting-business test from taxation, service of process, or other regulation, after a full-text search of the whole chapter. Pinpoint: RSA 304-B, complete captured chapter text, sections 1-64 (full-text search).(source) |
| NJchecked 2026-10-02 | Section 59's activities list does not govern whether a foreign LLC is subject to service of process, taxation, or regulation under other New Jersey law (N.J.S.A. 42:2C-59(c)).Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this State other than this act.” Pinpoint: N.J.S.A. 42:2C-59(c).(source) | Section 3's safe-harbor list does not set the standard for service-of-process or taxation exposure (N.J.S.A. 14A:13-3(3)); a separate Notice of Business Activities Report regime (§§14A:13-15/-16) governs certain tax filings independently.Quote: “The specification in subsection 14A:13-3(2) does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State.” Pinpoint: N.J.S.A. 14A:13-3(3).(source) | Not stated after complete searchUnlike the LLC act, New Jersey's foreign-LP article contains no clause disclaiming that its registration test governs taxation, service of process, or regulation. Quote: “A foreign limited partnership, by transacting business in this State without having obtained a certificate of authority to transact business, appoints the Secretary of State as its agent for service of process with respect to claims arising out of the transaction of business in this State.” Pinpoint: N.J.S.A. 42:2A-60(d).(source) |
| NMchecked 2026-10-02 | Section 53-19-54(C) states that the exclusions list does not govern whether a foreign LLC is subject to service of process, taxation or other regulation.Quote: “This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in New Mexico or to regulation under any other law of New Mexico.” Pinpoint: NMSA 1978 § 53-19-54(C), nmonesource.com/nmos/nmsa/en/4400/1/document.do, § 53-19-54 'Transactions not constituting transacting business.'.(source) | Not stated after complete searchNo clause stating that the § 53-17-1 exclusions list does not govern taxation, service of process or other regulation was located in the Business Corporation Act after a full-text search. Pinpoint: NMSA 1978 §§ 53-11-1 to 53-18-12, nmonesource.com/nmos/nmsa/en/4400/1/document.do, Chapter 53 Articles 11-18 (full-text search).(source) | Section 54-2A-903(C) states that the exclusions list does not govern whether a foreign limited partnership is subject to service of process, taxation or other regulation.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation pursuant to any other law of this state.” Pinpoint: NMSA 1978 § 54-2A-903(C), nmonesource.com/nmos/nmsa/en/4404/1/document.do, § 54-2A-903 'Activities not constituting transacting business.'.(source) |
| NVchecked 2026-10-02 | Not transacting business under Nevada's exclusions list does not affect a court's personal jurisdiction over the LLC or the applicability of any other Nevada law to it.Quote: “The fact that a person is not transacting business in this State within the meaning of this section: (a) Does not affect the determination of whether any court, administrative agency or regulatory body in this State may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and (b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this State” Pinpoint: NRS 86.5483(4).(source) | Not doing business under Nevada's exclusions list does not affect a court's personal jurisdiction over the corporation or the applicability of any other Nevada law to it.Quote: “The fact that a person is not doing business in this State within the meaning of this section: (a) Does not affect the determination of whether any court, administrative agency or regulatory body in this State may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and (b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not doing business in this State” Pinpoint: NRS 80.015(4).(source) | Not transacting business under Nevada's exclusions list does not affect a court's personal jurisdiction over the limited partnership or the applicability of any other Nevada law to it.Quote: “The fact that a person is not transacting business in this State within the meaning of this section: (a) Does not affect the determination of whether any court, administrative agency or regulatory body in this State may exercise personal jurisdiction over the person in any civil action, criminal action, administrative proceeding or regulatory proceeding; and (b) Except as otherwise provided in subsection 3, does not affect the applicability of any other provision of law with respect to the person and may not be offered as a defense or introduced in evidence in any civil action, criminal action, administrative proceeding or regulatory proceeding to prove that the person is not transacting business in this State” Pinpoint: NRS 88.602(4).(source) |
| NYchecked 2026-10-02 | N.Y. LLC Law § 803(b) states that the § 803(a) list does not establish a standard for activities that may subject a foreign LLC to service of process under the chapter or any other New York statute.Quote: “The specification in subdivision (a) of this section does not establish a standard of activities that may subject a foreign limited liability company to service of process under this chapter or any other statute of this state.” Pinpoint: N.Y. Ltd. Liab. Co. Law § 803(b); nysenate.gov section page headed 'SECTION 803 Activities not constituting doing business', Article 8 (page shows 'Viewing most recent revision (from 2014-09-22)').(source) | N.Y. Bus. Corp. Law § 1301(c) states that the § 1301(b) list does not establish a standard for activities that may subject a foreign corporation to service of process under the chapter or any other New York statute.Quote: “The specification in paragraph (b) does not establish a standard for activities which may subject a foreign corporation to service of process under this chapter or any other statute of this state.” Pinpoint: N.Y. Bus. Corp. Law § 1301(c); nysenate.gov section page headed 'SECTION 1301 Authorization of foreign corporations', Article 13 (page shows 'Viewing most recent revision (from 2020-06-19)').(source) | N.Y. Partnership Law § 121-902(c) states that the § 121-902(b) list does not establish a standard for activities that may subject a foreign limited partnership to service of process under the article or any other statute.Quote: “The specification in subdivision (b) of this section does not establish a standard for activities which may subject a foreign limited partnership to service of process under this article or any other statute of this state.” Pinpoint: N.Y. P'ship Law § 121-902(c); nysenate.gov section page headed 'SECTION 121-902 Application for authority, contents', Article 8-A (page shows 'Viewing most recent revision (from 2023-01-06)').(source) |
| OHchecked 2026-10-02 | R.C. 1706.512(C) says the exclusions list does not govern whether a foreign LLC is subject to service of process, taxation, or regulation under other Ohio law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company, or a series thereof, to service of process, taxation, or regulation under laws of this state other than this chapter.” Pinpoint: R.C. 1706.512(C).(source) | Not stated after complete searchNo clause separating Ohio's foreign-corporation licensing test from taxation, service of process, or other regulation was located after a full-text search of Chapter 1703. Pinpoint: R.C. Chapter 1703 full text (full-text search).(source) | Not stated after complete searchNo clause separating Ohio's foreign limited partnership registration test from taxation, service of process, or other regulation was located after a full-text search of Chapter 1782. Pinpoint: R.C. Chapter 1782 full text (full-text search).(source) |
| OKchecked 2026-10-02 | Section 2049 says its doing-business exclusion list does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation.Quote: “This section does 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.” Pinpoint: 18 O.S. Section 2049(D), p.575.(source) | Section 1132 says its list of excepted activities does not bear on whether a foreign corporation is subject to service of process or to Oklahoma's taxation laws.Quote: “The provisions of this section shall have no application to the question of whether any foreign corporation is: 1. subject to service of process and suit in this state pursuant to the provisions of Section 136 of this act or any other law of this state; or 2. subject to the taxation laws of this state.” Pinpoint: 18 O.S. Section 1132(B), p.477.(source) | Section 500-903A says its doing-business exclusion list does not govern whether a foreign LP is subject to service of process, taxation, or other regulation.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.” Pinpoint: 54 O.S. Section 500-903A(c), p.136.(source) |
| ORchecked 2026-10-02 | Not stated after complete searchOregon's foreign-LLC article never states that its transacting-business test (or its exclusion list, where one exists) is separate from taxation, service-of-process or other regulatory tests.(source) | Not stated after complete searchOregon's foreign-corporation article never states that its transacting-business test (or its exclusion list, where one exists) is separate from taxation, service-of-process or other regulatory tests.(source) | Not stated after complete searchOregon's foreign-limited partnership article never states that its transacting-business test (or its exclusion list, where one exists) is separate from taxation, service-of-process or other regulatory tests.(source) |
| PAchecked 2026-10-02 | PA expressly disclaims that section 403's exclusions list governs service of process, taxation or other regulation of a foreign llc under laws outside Title 15.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign filing association or foreign limited liability partnership to service of process, taxation or regulation under laws of this Commonwealth other than this title.” Pinpoint: 15 Pa.C.S. § 403(c).(source) | PA expressly disclaims that section 403's exclusions list governs service of process, taxation or other regulation of a foreign corp under laws outside Title 15.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign filing association or foreign limited liability partnership to service of process, taxation or regulation under laws of this Commonwealth other than this title.” Pinpoint: 15 Pa.C.S. § 403(c).(source) | PA expressly disclaims that section 403's exclusions list governs service of process, taxation or other regulation of a foreign lp under laws outside Title 15.Quote: “This section shall not apply in determining the contacts or activities that may subject a foreign filing association or foreign limited liability partnership to service of process, taxation or regulation under laws of this Commonwealth other than this title.” Pinpoint: 15 Pa.C.S. § 403(c).(source) |
| RIchecked 2026-10-02 | Not stated after complete searchRhode Island's LLC Act does not state that its foreign-LLC activities list leaves taxation, service of process, or other regulation to a separate test.(source) | Not stated after complete searchRhode Island's Business Corporation Act does not state that its foreign-corporation activities list leaves taxation, service of process, or other regulation to a separate test.(source) | Rhode Island's Uniform Limited Partnership Act expressly states that its doing-business activities list does not govern whether a foreign limited partnership is subject to service of process, taxation, or other regulation under other law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: 7-13.1-1005(c).(source) |
| SCchecked 2026-10-02 | Section 33-44-1003(c) states the doing-business exclusions list does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation under other SC law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State.” Pinpoint: S.C. Code Ann. Section 33-44-1003(c), Chapter 44 Article 10.(source) | Not stated after complete searchChapter 15 (Foreign Corporations) contains no clause stating that its doing-business provisions do not govern tax, service-of-process, or other regulatory standards, unlike the parallel LLC and LP provisions.(source) | Section 33-42-1690(b) states the exclusions list does not set a standard for whether a foreign LP is subject to service of process, suit, taxation, or other regulation.Quote: “The provisions of this section shall not be deemed to establish a standard for activities which may subject a foreign limited partnership to service of process, suit, taxation, or regulation under this chapter or any other statute of this State.” Pinpoint: S.C. Code Ann. Section 33-42-1690(b), Chapter 42 Article 9.(source) |
| SDchecked 2026-10-02 | The exclusions list in § 47-34A-1003 expressly does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation under laws outside this chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any law of this state other than this chapter.” Pinpoint: SDCL § 47-34A-1003(c).(source) | Not stated after complete searchArticle 15 contains no clause stating that the transacting-business exclusions list does not govern taxation, service of process, or other regulation (unlike the LLC act's § 47-34A-1003(c)).(source) | Not stated after complete searchArticle IX has no clause stating that its registration/transacting-business provisions do not govern taxation, service of process, or other regulation.(source) |
| TNchecked 2026-10-02 | § 902(c): the activities-not-constituting-transacting-business list governs only whether a certificate of authority is required and does not apply to service of process, taxation or other regulation.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state or to regulation under any other law of this state.” Pinpoint: bill § 902(c) (codified Tenn. Code Ann. § 48-249-902(c)).(source) | UnknownThe code text for this entity type is hosted by a vendor portal that could not be retrieved, so no finding is stated. | § 1005(c): the activities-not-constituting-doing-business list governs only whether registration is required and does not apply to service of process, taxation or other regulation.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter.” Pinpoint: bill § 1005(c) (codified Tenn. Code Ann. § 61-3-1005(c)).(source) |
| TXchecked 2026-10-02 | Not stated after complete searchNeither Sec. 9.251 nor Sec. 9.252 states that the activities list does not govern taxation, service of process, or other regulation; no such carve-out was located anywhere in chapter 9. Pinpoint: Searched Tex. Bus. Orgs. Code § 9.251, § 9.252 and surrounding ch. 9 text; no provision separating the exclusions list from taxation, service of process or other regulation located.(source) | Not stated after complete searchNeither Sec. 9.251 nor Sec. 9.252 states that the activities list does not govern taxation, service of process, or other regulation; no such carve-out was located anywhere in chapter 9. Pinpoint: Searched Tex. Bus. Orgs. Code § 9.251, § 9.252 and surrounding ch. 9 text; no provision separating the exclusions list from taxation, service of process or other regulation located.(source) | Not stated after complete searchNeither Sec. 9.251 nor Sec. 9.252 states that the activities list does not govern taxation, service of process, or other regulation; no such carve-out was located anywhere in chapter 9. Pinpoint: Searched Tex. Bus. Orgs. Code § 9.251, § 9.252 and surrounding ch. 9 text; no provision separating the exclusions list from taxation, service of process or other regulation located.(source) |
| UTchecked 2026-10-02 | The exclusions list in §16-1a-506 does not govern whether a foreign limited liability company's contacts subject it to service of process, taxation, or regulation under other Utah law.Quote: “This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.” Pinpoint: Utah Code § 16-1a-506(3).(source) | The exclusions list in §16-1a-506 does not govern whether a foreign business corporation's contacts subject it to service of process, taxation, or regulation under other Utah law.Quote: “This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.” Pinpoint: Utah Code § 16-1a-506(3).(source) | The exclusions list in §16-1a-506 does not govern whether a foreign limited partnership's contacts subject it to service of process, taxation, or regulation under other Utah law.Quote: “This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.” Pinpoint: Utah Code § 16-1a-506(3).(source) |
| VAchecked 2026-10-02 | Section 13.1-1059's exclusions list does not govern whether a foreign LLC is subject to service of process, taxation, or other regulation under Virginia law.Quote: “This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.” Pinpoint: § 13.1-1059(C).(source) | Section 13.1-757's exclusions list does not govern whether a foreign corporation is subject to service of process, taxation, or other regulation under Virginia law outside Chapter 9.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of the Commonwealth other than this chapter.” Pinpoint: § 13.1-757(D).(source) | Section 50-73.61's exclusions list does not govern whether a foreign limited partnership is subject to service of process, taxation, or other regulation under Virginia law.Quote: “This section does not apply in determining the contracts or activities which may subject a foreign limited partnership to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.” Pinpoint: § 50-73.61(C).(source) |
| VTchecked 2026-10-02 | Not stated after complete searchNo sentence in 11 V.S.A. §§ 4111-4124 excludes the transacting-business test from taxation, service of process, or other regulation, after a full-text search of Subchapter 008. Pinpoint: 11 V.S.A. §§ 4111-4124 (Subchapter 008, full text searched).(source) | 11A V.S.A. § 15.01(e) says the transacting-business/exclusions test does not govern long-arm jurisdiction under 12 V.S.A. ch. 25 subch. 6 or a corporation's tax liability.Quote: “This section shall have no applicability for the purpose of determining jurisdiction under 12 V.S.A. chapter 25 subchapter 6 or for the purpose of determining the tax liability of a corporation.” Pinpoint: 11A V.S.A. § 15.01(e).(source) | Not stated after complete searchNo sentence in 11 V.S.A. §§ 3481-3488 excludes the transacting-business test from taxation, service of process, or other regulation, after a full-text search of Subchapter 009. Pinpoint: 11 V.S.A. §§ 3481-3488 (Subchapter 009, full text searched).(source) |
| WAchecked 2026-10-02 | RCW 23.95.520(4) says the doing-business exclusions list does not govern whether a foreign limited liability company is subject to service of process, taxation, or other regulation under other Washington law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: RCW 23.95.520(4).(source) | RCW 23.95.520(4) says the doing-business exclusions list does not govern whether a foreign corporation is subject to service of process, taxation, or other regulation under other Washington law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: RCW 23.95.520(4).(source) | RCW 23.95.520(4) says the doing-business exclusions list does not govern whether a foreign limited partnership is subject to service of process, taxation, or other regulation under other Washington law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: RCW 23.95.520(4).(source) |
| WIchecked 2026-10-02 | Wisconsin's LLC act says its doing-business exclusions list does not govern service of process, taxation, or other regulation outside the LLC chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: Wis. Stat. s. 183.0905(3).(source) | Not stated after complete searchWisconsin's corporation act does not say its transacting-business exclusions list is separate from tax, service-of-process, or other regulatory tests. Pinpoint: Wis. Stat. ch. 180, Subch. XV, full-text search.(source) | Wisconsin's LP act says its doing-business exclusions list does not govern service of process, taxation, or other regulation outside the LP chapter.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.” Pinpoint: Wis. Stat. s. 179.1005(3).(source) |
| WVchecked 2026-10-03 | The exclusions/trigger list in 1003 expressly does not govern whether a foreign LLC is subject to service of process, taxation or other regulation under other West Virginia law.Quote: “This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under any other law of this state.” Pinpoint: W. Va. Code 31B-10-1003(c).(source) | Not stated after complete searchNothing in W.Va. Code 31D-15-1501 or 1502 states that the transacting-business/exclusions test is distinct from the tests for taxation, service of process, or other regulation (unlike the parallel LLC provision, 31B-10-1003(c)).(source) | Not stated after complete searchNo section of Article 9's foreign-LP registration provisions states that the registration/transacting-business test is distinct from a taxation, service-of-process or other-regulation test.(source) |
| WYchecked 2026-10-02 | Not stated after complete searchNo text separating the transacting-business test for foreign LLCs from taxation, service of process or other regulation was located in the Wyoming LLC Act or the corporation act provisions it applies. Pinpoint: Wyoming LLC Act, Title 17 PDF pp. 672-745; Wyoming Business Corporation Act, PDF pp. 211-393 (full-text search).(source) | Not stated after complete searchNo text separating the W.S. 17-16-1501 transacting-business test from taxation, service of process or other regulation was located in the Wyoming Business Corporation Act. Pinpoint: Wyoming Business Corporation Act, W.S. 17-16-101 through 17-16-1810, Title 17 PDF pp. 211-393 (full-text search).(source) | Not stated after complete searchNo text separating the foreign limited partnership transacting-business test from taxation, service of process or other regulation was located in Wyoming's Uniform Limited Partnership Act. Pinpoint: Uniform Limited Partnership Act, W.S. 17-14-101 through 17-14-1104, Title 17 PDF pp. 176-209 (full-text search).(source) |
Field definitions
- LLC
- Text stating that the registration test or its exclusions list does not decide taxation, service of process or other regulation, in the state's limited liability company act.
- Corporation
- Text stating that the registration test or its exclusions list does not decide taxation, service of process or other regulation, in the state's business corporation act.
- Limited Partnership
- Text stating that the registration test or its exclusions list does not decide taxation, service of process or other regulation, in the state's limited partnership act.
Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.
What this matrix covers
This matrix reports what each jurisdiction's limited liability company act, business corporation act and limited partnership act state about when a foreign entity must register, which activities are excluded from that test, what follows from not registering, whether a cure is stated, and whether the test is separate from taxation and service of process, with the statute's own wording and a pinpoint to the provision, for 50 of the 51 jurisdictions (the 50 states and the District of Columbia); every Georgia cell reads Unknown. It reports statute text as captured. It does not say whether any activity requires registration, and it is not legal advice or a recommendation to register in, or stay out of, any jurisdiction.
How to read this matrix
Each table answers one question. Rows are U.S. jurisdictions (50 states plus the District of Columbia); the three columns are the state's limited liability company act, business corporation act and limited partnership act. In a cell that states a provision, the headline summarizes what that act states and the lines beneath it give the statute's own wording with a pinpoint to the provision. The source link opens the official text the cell cites; where a quote comes from another document, the cell marks it with that document's pinpoint and its hover note gives that document's link. A quote the cell cannot cite is replaced by a line saying it is not shown.
“Not stated after complete search” means a complete search of the act text identified for that entity type found no provision stating the item; the lines beneath the label give the reason stated for that row and, where one is on record, a pinpoint to the text searched. “No exclusion list located” means the registration provisions checked contain no list of activities that do not count as transacting business. Where the row has a provision that came closest, it is quoted beneath the label; a quote under a negative label is not a stated finding. Neither label is a finding about text outside the sections checked.
“Unknown” means the checked sources do not support a quoted finding or a complete-search negative for that entity type; the line beneath the badge gives the reason, and an Unknown cell carries no source link. It is a methodological limit, not a statement about the law.
In the consequences table, every cell that does not read Unknown lists each consequence type as stated, with its quote, or as not stated in the captured sections. A consequence type that is not stated is not a statement that no such consequence exists, and nothing in the table projects a penalty or a step.
States use different terms for the same concept, including “transacting business”, “doing business” and “conducting affairs”; each quote and pinpoint keeps the statute's own term. Statutes can be amended, and each row shows the date its cells were last checked.
Sources
Every cell except an Unknown cell links to the official text it cites. Quotes and pinpoints, where the row has them, are printed beneath the cell's headline; a quote drawn from another document is marked with that document's pinpoint, and the cell's hover note gives that document's link. The per-cell citation chain lives in this page's sources.json companion. The full source taxonomy lives at /about/source-registry/; method notes live at /about/methodology/.
Not legal advice
Private Pierce is not a law firm. Private Pierce does not provide legal advice. This page is not a substitute for the advice of an attorney.
Frequently asked questions
What does the foreign registration doing-business table cover?
It reports what each state's limited liability company act, business corporation act and limited partnership act state about when a foreign entity must register, which activities are excluded from that test, what follows if it does not register, whether a cure is stated, and whether the test is separate from taxation and service of process, for the 51 jurisdictions (the 50 states and the District of Columbia), with every Georgia cell reading Unknown. A cell that states a provision prints the statute's own wording with a pinpoint and links to the official text it cites; where a quote comes from another document, the cell marks it with that document's pinpoint and its hover note gives that document's link. A cell that reads “Not stated after complete search” or “No exclusion list located” prints its reason, and an Unknown cell prints its reason line. A quote the cell cannot cite is replaced by a line saying it is not shown.
Does this page say whether a particular activity requires registration?
No. It prints statute text as captured, including each act's list of excluded activities where the act has one, and does not apply that text to any activity. It is not legal advice and not a recommendation to register in, or stay out of, any jurisdiction.
What do “Not stated after complete search” and “No exclusion list located” mean?
“Not stated after complete search” means a complete search of the act text identified for that entity type found no provision stating the item; the lines beneath the label give the reason stated for that row and, where one is on record, a pinpoint to the text searched. “No exclusion list located” means the registration provisions checked contain no list of activities that do not count as transacting business. Where the row has a provision that came closest, it is quoted beneath the label; a quote under a negative label is not a stated finding. Neither label is a finding about text outside the sections checked.
Which cells read Unknown, and why?
Unknown means the checked sources do not support a quoted finding or a complete-search negative for that entity type. Every Georgia cell reads Unknown, and so do some Kansas, Mississippi and Tennessee cells. Georgia: the official source could not be retrieved. Kansas: the searched sections state no definition and a complete-search negative is not supported. Mississippi: the captured text does not support a finding. Tennessee: the code text is hosted by a vendor portal that could not be retrieved; the captured text does not support a finding. Unknown is a methodological limit, not a statement about the law.
Are these statute texts current?
Each row shows the date its cells were last checked (2026-10-02 and 2026-10-03 across the table). Statutes can be amended after that date, and the linked official text is the authority.