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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156D BUSINESS CORPORATIONS
  • Section 15.01 Authority to transact business required

Section 15.01. AUTHORITY TO TRANSACT BUSINESS REQUIRED

(a) 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.

(b) 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.

(c) 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.

(d) The list of activities in subsections (b) and (c) is not exhaustive.