Delaware Code Title 6 Sec. 18-912 – Activities not constituting doing business
(a) Activities of a foreign limited liability company in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:
(1) Maintaining, defending or settling an action or proceeding;
(2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange or registration of the 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 the State of Delaware before they become contracts;
(7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;
(8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;
(9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(10) Conducting an isolated transaction that is not 1 in the course of similar transactions;
(11) Doing business in interstate commerce; and
(12) Doing business in the State of Delaware as an insurance company.
Terms Used In Delaware Code Title 6 Sec. 18-912
- Contract: A legal written agreement that becomes binding when signed.
- domestic limited liability company: means a limited liability company formed under the laws of the State of Delaware and having 1 or more members. See Delaware Code Title 6 Sec. 18-101
- Foreign limited liability company: means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction. See Delaware Code Title 6 Sec. 18-101
- Manager: means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, a limited liability company agreement or similar instrument under which the limited liability company is formed, and includes a manager of the limited liability company generally and a manager associated with a series of the limited liability company. See Delaware Code Title 6 Sec. 18-101
- Member: means a person who is admitted to a limited liability company as a member as provided in § 18-301 of this title, and includes a member of the limited liability company generally and a member associated with a series of the limited liability company. See Delaware Code Title 6 Sec. 18-101
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Person: means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign. See Delaware Code Title 6 Sec. 18-101
- Service of process: The service of writs or summonses to the appropriate party.
- State: means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the State of Delaware. See Delaware Code Title 6 Sec. 18-101
(b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company.
(c) This section does not apply in determining whether a foreign limited liability company is subject to service of process, taxation or regulation under any other law of the State of Delaware.