10A-1-7.21
Section 10A-1-7.21 Transaction of business without registration; generally. (a) A foreign entity
transacting business in this state, except a corporation or other organization formed pursuant
to federal law, may not maintain any action, suit, or proceeding in any court of this state
until it has registered in this state. (b) The failure of a foreign entity to register in
this state does not impair the validity of any contract or act of the foreign entity or prevent
the foreign entity from defending any action, suit, or proceeding in any court of this state.
(c) A foreign entity, by transacting business in this state without registration, shall be
deemed to consent to service of process with respect to causes of action arising out of business
transacted in this state, or to service of any notice or demand required or permitted by law,
by registered mail addressed to the foreign entity at the office required to be maintained
in the state or other jurisdiction where it is organized, or,...
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10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain. (a) The
failure of a foreign filing entity to register to transact business in this state or to appoint
and maintain a registered agent in this state shall not impair the validity of any contract
or act of the foreign entity and shall not prevent the foreign entity from defending any action
or proceeding in any court of this state, but the foreign entity shall not maintain any action
or proceeding in any court of this state until it has delivered to the Secretary of State
for filing an application for registration or a statement of foreign limited liability partnership,
as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting
business in this state without filing an application for registration or a statement of foreign
limited liability partnership, as applicable, appoints the Secretary of State as its agent
for service of process with respect to causes of action...
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10A-1-7.12
Section 10A-1-7.12 Grounds for revocation. The Secretary of State may commence a proceeding
under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact
business in this state if: (1) the foreign entity does not deliver its annual report, if required
by law, to the Secretary of State within 180 days after it is due; (2) the foreign entity
does not pay within 180 days after they are due any applicable privilege or corporation share
tax, qualification fee or admission tax, or interest or penalties imposed by this title or
other law; (3) the foreign entity is without a registered agent or registered office in this
state for 60 days or more; (4) the foreign entity does not file a statement of change of registered
agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60
days of the change or its registered agent does not file a change of name or change of address
of the registered office with the Secretary of State under...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (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...
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10A-1-7.11
Section 10A-1-7.11 Voluntary withdrawal of registration. (a) A foreign entity registered in
this state may withdraw the foreign entity's registration at any time by filing a certificate
of withdrawal as provided in Article 4. (b) A certificate of withdrawal for a foreign entity
described must state: (1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity's jurisdiction of formation and, in
the case of a foreign limited liability partnership, the jurisdiction which laws govern the
foreign limited liability partnership and its partnership agreement; (3) the street address
and mailing address, if different, of the principal office of the foreign entity; (4) that
the foreign entity no longer is transacting business in this state; (5) that the foreign entity:
(A) revokes the authority of the foreign entity's registered agent in this state to accept
service of process; and (B) consents that service of process in any action,...
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10A-1-7.04
Section 10A-1-7.04 Registration procedure. (a)(1) A foreign entity described in Section 10A-1-7.01(c),
other than a foreign limited liability partnership, registers by delivering to the Secretary
of State for filing an application for registration in accordance with the procedures in Article
4. (2) A foreign limited liability partnership registers by delivering to the Secretary of
State for filing a statement of foreign limited liability partnership in accordance with the
procedures in Article 4. (b) The application for registration of a foreign entity described
in Section 10A-1-7.01(c) other than a foreign limited liability partnership must state: (1)
the foreign entity's name or, if that name is not available for use in this state or otherwise
would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07
under which the foreign entity will transact business in this state; (2) the foreign entity's
type; (3) the foreign entity's jurisdiction of...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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13A-9-71
Section 13A-9-71 Registration of charitable organizations, professional fund raisers, and commercial
co-venturers, and professional solicitors; notification of changes; exempt persons; annual
report; prohibition against fund raising by unregistered person; contracts between professional
fund raisers and commercial co-venturers; appointment of Secretary of State as agent for service
of process; use of name of charitable organization without consent; disclosure by solicitors;
violations and penalties; injunctive relief. (a) Every charitable organization, except those
granted an exemption in subsection (f), which is physically located in this state, intends
to solicit contributions in or from this state, or to have contributions solicited in this
state, on its behalf, by other charitable organizations, paid solicitors, or commercial co-venturers
in or from this state shall, prior to any solicitation, file a registration statement with
the Attorney General upon a form prescribed by the...
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25-4-10
Section 25-4-10 Employment. (a) Subject to other provisions of this chapter, "employment"
means: (1) Any service performed prior to January 1, 1978, which was employment as defined
in this section prior to such date and, subject to the other provisions of this section, services
performed for remuneration after December 31, 1977, including service in interstate commerce,
by: a. Any officer of a corporation; or b. Any individual who, under the usual common law
rules applicable in determining the employer-employee relationship, has the status of an employee;
or c. Any individual other than an individual who is an employee under paragraphs a. or b.
of this subdivision (1) who performs services for remuneration for any person: 1. As an agent-driver
or commission-driver engaged in distributing meat products, bakery products, beverages (other
than milk) or laundry or dry cleaning services for a principal; 2. As a traveling or city
salesman engaged upon a full-time basis in the solicitation on...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter
in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to any of
the following transactions: (1) Any isolated nonissuer transaction, whether effected through
a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered
dealer if: a. The issuer has a class of securities subject to registration under Section 12
of the Securities Exchange Act of 1934 and has been subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days
before the transaction; or has filed and maintained with the commission for not less than
180 days before the transaction information, in such form as the commission, by rule, specifies,
substantially comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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