What Constitutes Doing Business - CT
CT
KNOWLEDGE SHARE
WHAT CONSTITUTES DOING BUSINESS
2016 | EDITION
CT
What Constitutes Doing Business
By a corporation in States Foreign to the state of its incorporation
2016 Edition
? 2016, CT. All rights reserved.
CONTENTS
INTRODUCTION
1
THREE KINDS OF DOING BUSINESS
3
PENALTIES FOR FAILURE TO QUALIFY
7
Suits By Unqualified Foreign Corporations
7
Effect of Subsequent Qualification
14
Defense of Suits
17
Validity of Corporate Acts
19
Counterclaims
20
Suits By Assignees and Successors
22
Personal Liability
26
Monetary Penalties
28
Statutory Citations
31
STATUTORY "DOING BUSINESS" DEFINITIONS
APPLICABLE TO ORDINARY BUSINESS
CORPORATIONS
35
The Model Act Provision
35
The Revised Model Act Provision
36
Alabama
37
Alaska
37
Arizona
38
Arkansas
38
California
38
Colorado
39
Connecticut
39
Delaware
39
District of Columbia
40
Florida
41
Georgia
41
Hawaii
42
Idaho
42
Illinois
43
Indiana
43
iii
iv
Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming Puerto Rico Virgin Islands Alberta
Contents
44 44 45 45 45 46 46 47 47 48 48 49 49 50 51 51 51 52 52 53 53 54 55 55 55 56 56 56 57 58 59 60 60 62 63 63 64 64 65
Contents
v
British Columbia
65
Manitoba
66
New Brunswick
66
Newfoundland
67
Northwest Territories
68
Nova Scotia
68
Nunavut
68
Ontario
68
Prince Edward Island
69
Quebec
69
Saskatchewan
70
Yukon Territory
70
STATUTORY "DOING BUSINESS" PROVISIONS
LIMITED TO LENDING MONEY ON SECURITY
73
SPECIFIC DOING BUSINESS ACTIVITIES
75
Introduction
75
Interstate and Foreign Commerce
76
Isolated Transactions
82
Corporate Secondary Activities
87
In General
87
Advertising
88
Bank Accounts
91
Books And Records
91
Maintaining an Office
92
Maintaining and Defending Suits
94
Meetings in State
96
Preliminary Acts
96
Holding Interests in Resident Businesses
98
Franchise Operations
99
Holding Companies
101
Parent And Subsidiary Corporations
102
Partnerships, LLCs, and Joint Ventures
105
Contracting
108
Federal Contracts
111
Subcontracting
113
Submitting Bids
114
vi
Credit Collecting Debts Extending Credit Lending Money On Security
Entertainment Broadcasting Exhibition of Films Professional Sporting Exhibitions And Games Production of Films and Shows
Leasing Leasing Personal Property Leasing Real Property Oil and Gas Leases
Manufacturing Performing Services
In General Correspondence Schools Field Warehousing Installation of Machinery and Equipment Research Work Transportation Companies Property Ownership Personal Property Ownership Processing Purchasing Real Property Ownership Sales Commission Merchants and Brokers Conditional Sales Sales from Trucks Sales of Repossessed Goods Sales of Samples Sales of Securities Sales Through Brokers Shipments on Consignment Show Rooms Solicitation
Contents
115 115 117 118 124 124 125 125 126 127 127 131 133 135 135 135 139 140 140 144 145 146 146 149 150 151 154 154 155 156 156 158 160 161 162 166 166
Contents
vii
Specialty Salesmen
171
Subscription Sales
173
Selling Over the Internet
174
DOING BUSINESS IN
175
Canada
175
Guam
176
Puerto Rico
176
The Virgin Islands
177
PERSONAL JURISDICTION
179
LIMITED LIABILITY COMPANIES
185
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