Arizona Laws 29-3905. Activities not constituting doing business
A. 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:
Terms Used In Arizona Laws 29-3905
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Designating foreign company: means , with respect to any foreign series, the foreign limited liability company that designated or otherwise established the foreign series in accordance with the law of its jurisdiction of formation. See Arizona Laws 29-3102
- 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. See Arizona Laws 29-3102
- 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. See Arizona Laws 29-3102
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C. See Arizona Laws 29-3102
- Member: means a person that both:
(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110. See Arizona Laws 29-3102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-3102
- Property: means all property, whether real, personal or mixed or tangible or intangible, or any right or interest therein. See Arizona Laws 29-3102
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Arizona Laws 29-3102
- Transfer: includes :
(a) An assignment. See Arizona Laws 29-3102
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 members or managers.
3. Maintaining accounts in financial institutions.
4. 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.
5. Selling through independent contractors.
6. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
7. Creating or acquiring 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.
9. Conducting an isolated transaction that is not in the course of similar transactions.
10. Owning, without more, property.
11. Doing business in interstate commerce.
B. A person does not do business in this state solely by being a member or manager of a foreign limited liability company or foreign series or by being a designating foreign company of a foreign series that does business in this state.
C. 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.