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Beginning of Chapter  <<  23B.15.010 >>   23B.15.015

RCW 23B.15.010

Authority to transact business required.

(1) 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 obtains a certificate of authority from the secretary of state.

     (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:

     (a) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;

     (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

     (c) Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;

     (d) 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;

     (e) Selling through independent contractors;

     (f) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;

     (g) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;

     (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 thirty days and that is not one in the course of repeated transactions of a like nature;

     (k) Transacting business in interstate commerce;

     (l) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state; or

     (m) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with RCW 23B.15.015.

     (3) The list of activities in subsection (2) of this section is not exhaustive.

[1993 c 181 § 11; 1990 c 178 § 7; 1989 c 165 § 169.]

Notes:

     Effective date -- 1990 c 178: See note following RCW 23B.01.220.