(a)(1) For purposes of this Article 7, the terms register, registering, and registered include (i) a foreign entity other than a foreign limited liability partnership delivering to the Secretary of State for filing an application for registration and the Secretary of State filing the application for registration, and (ii) a foreign limited liability partnership delivering to the Secretary of State for filing a statement of foreign limited liability partnership and the Secretary of State filing the statement of foreign limited liability partnership. (2) For purposes of this Article 7, the term registration includes (i) a filed application for registration and (ii) a filed statement of foreign limited liability partnership. (b) 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. (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 (b) must maintain the foreign entity’s registration while transacting business in this state. (e) For purposes of this Article 7, a foreign entity must reserve a name with the Secretary of State in accordance with Article 5 and when a foreign entity delivers its
application for registration to the Secretary of State for filing, that foreign entity must attach its name reservation certificate to its application for registration.
History: (Act 2009-513, p. 967, §56; Act 2018-125, §3; Act 2019-94, §2; Act 2025- 281, §1.)