2006 Minnesota Statutes

322B.945 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS.
    Subdivision 1. Excluded acts. The following activities of a foreign limited liability company,
among others, do not constitute transacting business within the meaning of this chapter:
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of its members or carrying on any other activities concerning its
internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign
limited liability company's own securities or maintaining trustees or depositories with respect to
those securities;
(5) selling through independent contractors;
(6) 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;
(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal
property;
(8) securing or collecting debts or enforcing mortgages, and security interests in property
securing the debts;
(9) holding, protecting, renting, maintaining and operating real or personal property in
this state so acquired;
(10) selling or transferring title to property in this state to any person; or
(11) conducting an isolated transaction that is completed within 30 days and that is not one in
the course of repeated transactions of a like manner.
    Subd. 2. Effect of personal jurisdiction. The term "transacting business" as used in this
section has no effect on personal jurisdiction under section 543.19.
    Subd. 3. Ownership of income-producing property. For purposes of this section, any
foreign limited liability company that owns income-producing real or tangible personal property
in this state, other than property exempted under subdivision 1, will be considered transacting
business in this state.
    Subd. 4. Scope of excluded transactions definitions. The list of activities in subdivision 1
is not exhaustive. This section does not apply in determining the contracts or activities that may
subject a foreign limited liability company to service of process or taxation in this state or to
regulation under any other law of this state.
History: 1992 c 517 art 2 s 139