Michigan Laws 450.3012 – Foreign corporation not considered to be conducting affairs in state; activities; applicability of section
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Terms Used In Michigan Laws 450.3012
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Personal property: All property that is not real property.
- Service of process: The service of writs or summonses to the appropriate party.
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories belonging to the United States; and the words "United States" shall be construed to include the district and territories. See Michigan Laws 8.3o
- Statute: A law passed by a legislature.
(1) Without excluding other activities that may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs 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:
(a) Maintaining, defending, or settling any proceeding.
(b) Holding meetings of the board of directors, shareholders, or members or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange, or registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities.
(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) Soliciting or obtaining donations, whether by mail, by telephone or other form of remote communications, by electronic transmission, or through employees, agents, volunteers or otherwise, if the donations are made to a foreign corporation that has its principal place of business outside the state.
(h) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
(i) Securing or collecting debts or enforcing mortgages and security interests in property that secures those debts.
(j) Owning, without more, real or personal property.
(k) Conducting an isolated transaction that is completed within 30 days and that is not 1 transaction in the course of repeated transactions of a similar nature.
(l) Transacting business in interstate commerce.
(2) 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 statute of this state.