Exceptions

A foreign (another state or country) entity may not transact business in North Carolina until it obtains a Certificate of Authority from the Secretary of State.

The company along with its legal counsel will need to determine whether the entity should obtain a Certificate of Authority to conduct business in North Carolina. The following activities, among others, do not constitute transacting business by a foreign entity in North Carolina:

Engaging in Litigation

Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes

Internal Affairs of the Entity

Holdings meetings of it directors, company officials, partners, or shareholders or carrying on other activities concerning its internal affairs

Maintaining Bank Accounts

Maintaining bank accounts or borrowing money in North Carolina, with or without security, even if such borrowings are repeated and continuous transactions

Maintaining Securities

Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees, or depositories with relation to its securities

Soliciting or Procuring Orders

Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this State before becoming binding contracts

Creating or Acquiring Debt

Making or investing in loans with or without security including servicing through independent agencies within the State, the conducting of foreclosure proceedings and sale, the acquiring of property at foreclosure, sale and the management and rental of such property for a reasonable time while liquidating its investment