BUSINESS ORGANIZATIONS CODE
CHAPTER 9. FOREIGN ENTITIES
SUBCHAPTER A. REGISTRATION
§ 9.001. FOREIGN ENTITIES REQUIRED TO
REGISTER. (a) To transact business in this state, a foreign
entity must register under this chapter if the entity:
(1) is a foreign corporation, foreign limited
partnership, foreign limited liability company, foreign business
trust, foreign real estate investment trust, foreign cooperative,
foreign public or private limited company, or another foreign
entity, the formation of which, if formed in this state, would
require the filing under Chapter 3 of a certificate of formation;
or
(2) affords limited liability under the law of its
jurisdiction of formation for any owner or member.
(b) A foreign entity described by Subsection (a) must
maintain the entity's registration while transacting business in
this state.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.002. FOREIGN ENTITIES NOT REQUIRED TO
REGISTER. (a) A foreign entity not described by Section 9.001(a)
may transact business in this state without registering under this
chapter.
(b) Subsection (a) does not relieve a foreign entity from
the duty to comply with applicable requirements under other law to
file or register.
(c) A foreign entity is not required to register under this
chapter if other state law authorizes the entity to transact
business in this state.
(d) A foreign unincorporated nonprofit association is not
required to register under this chapter.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.003. PERMISSIVE REGISTRATION. A foreign entity
that is eligible under other law of this state to register to
transact business in this state, but that is not registered under
that law, may register under this chapter unless that registration
is prohibited by the other law. The registration under this chapter
confers only the authority provided by this chapter.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.004. REGISTRATION PROCEDURE. (a) A foreign filing
entity registers by filing an application for registration as
provided by Chapter 4.
(b) The application must state:
(1) the entity's name and, if that name would not
comply with Chapter 5, a name that complies with Chapter 5 under
which the entity will transact business in this state;
(2) the entity's type;
(3) the entity's jurisdiction of formation;
(4) the date of the entity's formation;
(5) that the entity exists as a valid foreign filing
entity of the stated type under the laws of the entity's
jurisdiction of formation;
(6) for a foreign entity other than a foreign limited
partnership:
(A) each business or activity that the entity
proposes to pursue in this state, which may be stated to be any
lawful business or activity under the law of this state; and
(B) that the entity is authorized to pursue the
same business or activity under the laws of the entity's
jurisdiction of formation;
(7) the date the foreign entity began or will begin to
transact business in this state;
(8) the address of the principal office of the foreign
filing entity;
(9) the address of the initial registered office and
the name and the address of the initial registered agent for service
of process that Chapter 5 requires to be maintained;
(10) the name and address of each of the entity's
governing persons; and
(11) that the secretary of state is appointed the
agent of the foreign filing entity for service of process under the
circumstances provided by Section 5.251.
(c) A foreign filing entity may register regardless of any
differences between the law of the entity's jurisdiction of
formation and of this state applicable to the governing of the
internal affairs or to the liability of an owner, member, or
managerial official.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.005. SUPPLEMENTAL INFORMATION REQUIRED IN
APPLICATION FOR REGISTRATION OF FOREIGN FOR-PROFIT
CORPORATION. In addition to the information required by Section
9.004, a foreign for-profit corporation's application for
registration must state the:
(1) aggregate number of shares the for-profit
corporation has authority to issue, itemized by classes, par value
of shares, shares without par value, and any series in a class;
(2) aggregate number of shares issued by the
for-profit corporation, itemized by classes, par value of shares,
shares without par value, and any series in a class; and
(3) amount of the stated capital of the for-profit
corporation.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.006. SUPPLEMENTAL INFORMATION REQUIRED IN
APPLICATION FOR REGISTRATION OF FOREIGN NONPROFIT CORPORATION. In
addition to the information required by Section 9.004, a foreign
nonprofit corporation's application for registration must state:
(1) the names and addresses of the nonprofit
corporation's directors and officers;
(2) whether or not the nonprofit corporation has
members; and
(3) any additional information as necessary or
appropriate to enable the secretary of state to determine whether
the nonprofit corporation is entitled to register to conduct
affairs in this state.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.007. SUPPLEMENTAL INFORMATION REQUIRED IN
APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY
PARTNERSHIP. In addition to the information required by Section
9.004, a foreign limited liability partnership's application for
registration must state:
(1) the federal tax identification number of the
partnership;
(2) the date of initial registration as a limited
liability partnership under the laws of the state of formation;
(3) the number of partners at the date of the
statement; and
(4) that the secretary of state is appointed the agent
of the partnership for service of process under the circumstances
set forth by Section 5.251.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.008. EFFECT OF REGISTRATION. (a) The registration
of a foreign entity is effective when the application filed under
Chapter 4 takes effect. The registration remains in effect until
the registration terminates, is withdrawn, or is revoked.
(b) Except in a proceeding to revoke the registration, the
secretary of state's issuance of an acknowledgment that the entity
has filed an application is conclusive evidence of the authority of
the foreign filing entity to transact business in this state under
the entity's name or under another name stated in the application,
in accordance with Section 9.004(b)(1).
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.009. AMENDMENTS TO REGISTRATION. (a) A foreign
filing entity must amend its registration to change its name or the
business or activity stated in its application for registration if
the name or business or activity has changed.
(b) A foreign filing entity may amend its application for
registration by filing an application for amendment of registration
in the manner required by Chapter 4.
(c) The application for amendment must be filed on or before
the 91st day following the date of the change.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.010. NAME CHANGE OF FOREIGN ENTITY. If a foreign
entity authorized to conduct affairs in this state changes its name
to a name that would cause the entity to be denied an application
for registration under this subchapter, the entity's registration
must be suspended. An entity the registration of which has been
suspended under this section may conduct affairs in this state only
after the entity:
(1) changes its name to a name that is available to it
under the laws of this state; or
(2) otherwise complies with this chapter.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.011. VOLUNTARY WITHDRAWAL OF REGISTRATION. (a) A
foreign filing entity registered in this state may withdraw the
entity's registration at any time by filing a certificate of
withdrawal in the manner required by Chapter 4.
(b) A certificate of withdrawal must state:
(1) the name of the foreign filing entity as
registered in this state;
(2) the type of entity and the entity's jurisdiction of
formation;
(3) the address of the principal office of the foreign
filing entity;
(4) that the foreign filing entity no longer is
transacting business in this state;
(5) that the foreign filing entity:
(A) revokes the authority of the entity's
registered agent in this state to accept service of process; and
(B) consents that service of process in any
action, suit, or proceeding stating a cause of action arising in
this state during the time the foreign filing entity was authorized
to transact business in this state may be made on the foreign filing
entity by serving the secretary of state;
(6) an address to which the secretary of state may mail
a copy of any process against the foreign filing entity served on
the secretary of state; and
(7) that any money due or accrued to the state has been
paid or that adequate provision has been made for the payment of
that money.
(c) A certificate from the comptroller that all franchise
taxes have been paid must be filed with the certificate of
withdrawal in accordance with Chapter 4 if the foreign filing
entity is a foreign professional corporation, foreign for-profit
corporation, or foreign limited liability company.
(d) If the existence or separate existence of a foreign
filing entity registered in this state terminates because of
dissolution, termination, merger, conversion, or other
circumstances, a certificate by an authorized governmental
official of the entity's jurisdiction of formation that evidences
the termination shall be filed with the secretary of state.
(e) The registration of the foreign filing entity in this
state terminates when a certificate of withdrawal under this
section or a certificate evidencing termination under Subsection
(d) is filed.
(f) If the address stated in a certificate of withdrawal
under Subsection (b)(6) changes, the foreign filing entity must
promptly amend the certificate of withdrawal to update the address.
(g) A certificate of withdrawal does not terminate the
authority of the secretary of state to accept service of process on
the foreign filing entity with respect to a cause of action arising
out of business or activity in this state.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER B. FAILURE TO REGISTER
§ 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT
PROCEEDING WITHOUT REGISTRATION. (a) On application by the
attorney general, a court may enjoin a foreign filing entity or the
entity's agent from transacting business in this state if:
(1) the entity is not registered in this state; or
(2) the entity's registration is obtained on the basis
of a false or misleading representation.
(b) A foreign filing entity or the entity's legal
representative may not maintain an action, suit, or proceeding in a
court of this state, brought either directly by the entity or in the
form of a derivative action in the entity's name, on a cause of
action that arises out of the transaction of business in this state
unless the foreign filing entity is registered in accordance with
this chapter. This subsection does not affect the rights of an
assignee of the foreign filing entity as:
(1) the holder in due course of a negotiable
instrument; or
(2) the bona fide purchaser for value of a warehouse
receipt, security, or other instrument made negotiable by law.
(c) The failure of a foreign filing entity to register does
not:
(1) affect the validity of any contract or act of the
foreign filing entity;
(2) prevent the entity from defending an action, suit,
or proceeding in a court in this state; or
(3) except as provided by Subsection (d), cause any
owner, member, or managerial official of the foreign filing entity
to become liable for the debts, obligations, or liabilities of the
foreign filing entity.
(d) Subsection (c)(3) does not apply to a general partner of
a foreign limited partnership.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.052. CIVIL PENALTY. (a) A foreign filing entity
that transacts business in this state and is not registered under
this chapter is liable to this state for a civil penalty in an
amount equal to all:
(1) fees and taxes that would have been imposed by law
on the entity had the entity registered when first required and
filed all reports required by law; and
(2) penalties and interest imposed by law for failure
to pay those fees and taxes.
(b) The attorney general may bring suit to recover amounts
due to this state under this section.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.053. VENUE. In addition to any other venue
authorized by law, a suit under Section 9.051 or 9.052 may be
brought in Travis County.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.054. LATE FILING FEE. The secretary of state may
collect from a foreign filing entity a late filing fee equal to the
registration fee for the entity for each year of delinquency if the
entity has transacted business in this state for more than 90 days.
The secretary may condition the effectiveness of a registration on
the payment of the late filing fee.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.055. REQUIREMENTS OF OTHER LAW. This chapter does
not excuse a foreign entity from complying with duties imposed
under other law, including other chapters of this code, relating to
filing or registration requirements.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER C. REVOCATION OF REGISTRATION BY SECRETARY OF STATE
§ 9.101. REVOCATION OF REGISTRATION BY SECRETARY OF
STATE. (a) If it appears to the secretary of state that, with
respect to a foreign filing entity, a circumstance described by
Subsection (b) exists, the secretary of state may notify the entity
of the circumstance by mail or certified mail addressed to the
foreign filing entity at the entity's registered office or
principal place of business as shown on the records of the secretary
of state.
(b) The secretary of state may revoke a foreign filing
entity's registration if the secretary of state finds that the
entity has failed to, and, before the 91st day after the date notice
was mailed, has not corrected the entity's failure to:
(1) file a report within the period required by law or
pay a fee or penalty prescribed by law when due and payable;
(2) maintain a registered agent or registered office
in this state as required by law;
(3) amend its registration when required by law; or
(4) pay a fee required in connection with a filing, or
payment of the fee was dishonored when presented by the state for
payment.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.102. CERTIFICATE OF REVOCATION. (a) If revocation
of a registration is required, the secretary of state shall:
(1) file a certificate of revocation; and
(2) deliver a certificate of revocation by regular or
certified mail to the foreign filing entity at its registered
office or principal place of business.
(b) The certificate of revocation must state:
(1) that the foreign filing entity's registration has
been revoked; and
(2) the date and cause of the revocation.
(c) Except as otherwise provided by this chapter, the
revocation of a foreign filing entity's registration under this
subchapter takes effect on the date the certificate of revocation
is filed.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.103. REINSTATEMENT BY SECRETARY OF STATE AFTER
REVOCATION. (a) The secretary of state shall reinstate the
registration of an entity that has been revoked under this
subchapter if the entity files an application for reinstatement in
accordance with Section 9.104, accompanied by each amendment to the
entity's registration that is required by intervening events,
including circumstances requiring an amendment to the name of the
entity or the name under which the entity is registered to transact
business in this state as described in Section 9.105, and:
(1) the entity has corrected the circumstances that
led to the revocation and any other circumstances that may exist of
the types described by Section 9.101(b), including the payment of
fees, interest, or penalties; or
(2) the secretary of state finds that the
circumstances that led to the revocation did not exist at the time
of revocation.
(b) If a foreign filing entity's registration is reinstated
before the third anniversary of the revocation, the entity is
considered to have been registered or in existence at all times
during the period of revocation.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.104. PROCEDURES FOR REINSTATEMENT. (a) A foreign
filing entity, to have its registration reinstated, must complete
the requirements of this section not later than the third
anniversary of the date the revocation of the entity's registration
took effect.
(b) The foreign filing entity shall file a certificate of
reinstatement in accordance with Chapter 4.
(c) The certificate of reinstatement must contain:
(1) the name of the foreign filing entity;
(2) the filing number assigned by the filing officer
to the entity;
(3) the effective date of the revocation of the
entity's registration; and
(4) the name of the entity's registered agent and the
address of the entity's registered office.
(d) A letter of eligibility from the comptroller stating
that the foreign filing entity has satisfied all franchise tax
liabilities and its registration may be reinstated must be filed
with the certificate of reinstatement if the foreign filing entity
is a professional corporation, for-profit corporation, or limited
liability company.
(e) The registration of a foreign filing entity may not be
reinstated under this section if the termination occurred as a
result of:
(1) an order of a court; or
(2) forfeiture under the Tax Code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.105. USE OF NAME SIMILAR TO PREVIOUSLY REGISTERED
NAME. If the secretary of state determines that a foreign filing
entity's name or the name under which it is registered to transact
business in this state is the same as, deceptively similar to, or
similar to a name of a filing entity or foreign filing entity as
provided by or reserved or registered under this code, the
secretary of state may not accept for filing the certificate of
reinstatement unless the foreign filing entity amends its
registration to change its name or obtains consent for the use of
the similar name.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.106. REINSTATEMENT OF REGISTRATION FOLLOWING TAX
FORFEITURE. A foreign filing entity whose registration has been
revoked under the provisions of the Tax Code must follow the
procedures in the Tax Code to reinstate its registration.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER D. JUDICIAL REVOCATION OF REGISTRATION
§ 9.151. REVOCATION OF REGISTRATION BY COURT
ACTION. (a) A court may revoke the registration of a foreign
filing entity if, as a result of an action brought under Section
9.153, the court finds that one or more of the following problems
exist:
(1) the entity did not comply with a condition
precedent to the issuance of the entity's registration or an
amendment to the registration;
(2) the entity's registration or any amendment to the
entity's registration was fraudulently filed;
(3) a misrepresentation of a material matter was made
in an application, report, affidavit, or other document the entity
submitted under this code;
(4) the entity has continued to transact business
beyond the scope of the purpose or purposes expressed in the
entity's registration; or
(5) public interest requires revocation because:
(A) the entity has been convicted of a felony or a
high managerial agent of the entity has been convicted of a felony
committed in the conduct of the entity's affairs;
(B) the entity or the high managerial agent has
engaged in a persistent course of felonious conduct; and
(C) revocation is necessary to prevent future
felonious conduct of the same character.
(b) Sections 9.152-9.157 do not apply to Subsection (a)(5).
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.152. NOTIFICATION OF CAUSE BY SECRETARY OF
STATE. (a) The secretary of state shall provide to the attorney
general:
(1) the name of a foreign filing entity that has given
cause under Section 9.151 for revocation of its registration; and
(2) the facts relating to the cause for revocation.
(b) When notice is provided under Subsection (a), the
secretary of state shall send written notice of the circumstances
to the foreign filing entity at its registered office in this state.
The notice must state that the secretary of state has given notice
under Subsection (a) and the grounds for the notification. The
secretary of state must record the date a notice required by this
subsection is sent.
(c) A court shall accept a certificate issued by the
secretary of state as to the facts relating to the cause for
judicial revocation of a foreign filing entity's registration and
the sending of a notice under Subsection (b) as prima facie evidence
of the facts stated in the certificate and the sending of the
notice.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.153. FILING OF ACTION BY ATTORNEY GENERAL. The
attorney general shall file an action against a foreign filing
entity in the name of the state seeking the revocation of the
entity's registration if:
(1) the entity has not cured the problems for which
revocation is sought before the 31st day after the date the notice
under Section 9.152(b) is mailed; and
(2) the attorney general determines that cause exists
for judicial revocation of the entity's registration under Section
9.151.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.154. CURE BEFORE FINAL JUDGMENT. An action filed by
the attorney general under Section 9.153 shall be abated if, before
a district court renders judgment on the action, the foreign filing
entity:
(1) cures the problems for which revocation is sought;
and
(2) pays the costs of the action.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.155. JUDGMENT REQUIRING REVOCATION. If a district
court finds in an action brought under this subchapter that proper
grounds exist under Section 9.151(a) for revocation of the foreign
filing entity's registration, the court shall:
(1) make findings to that effect; and
(2) subject to Section 9.156, enter a judgment not
earlier than the fifth day after the date the court makes its
findings.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.156. STAY OF JUDGMENT. (a) If, in an action
brought under this subchapter, a foreign filing entity has proved
by a preponderance of the evidence and obtained a finding that the
problems for which the foreign filing entity has been found guilty
were not wilful or the result of a failure to take reasonable
precautions, the entity may make a sworn application to the court
for a stay of entry of the judgment to allow the foreign filing
entity a reasonable opportunity to cure the problems for which it
has been found guilty. An application made under this subsection
must be made not later than the fifth day after the date the court
makes its findings under Section 9.155.
(b) After a foreign filing entity has made an application
under Subsection (a), a court shall stay the entry of the judgment
if the court is reasonably satisfied after considering the
application and evidence offered for or against the application
that the foreign filing entity:
(1) is able and intends in good faith to cure the
problems for which it has been found guilty; and
(2) has not applied for the stay without just cause.
(c) A court shall stay an entry of judgment under Subsection
(b) for the period the court determines is reasonably necessary to
afford the foreign filing entity the opportunity to cure its
problems if the entity acts with reasonable diligence. The court
may not stay the entry of the judgment for longer than 60 days after
the date the court's findings are made.
(d) The court shall dismiss an action against a foreign
filing entity that, during the period the action is stayed by the
court under this section, cures the problems for which revocation
is sought and pays all costs accrued in the action.
(e) If a court finds that a foreign filing entity has not
cured the problems for which revocation is sought within the period
prescribed by Subsection (c), the court shall enter final judgment
requiring revocation of the foreign filing entity's registration.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.157. OPPORTUNITY FOR CURE AFTER AFFIRMATION OF
FINDINGS BY APPEALS COURT. (a) An appellate court that affirms a
trial court's findings against a foreign filing entity under this
subchapter shall remand the case to the trial court with
instructions to grant the foreign filing entity an opportunity to
cure the problems for which the entity has been found guilty if:
(1) the foreign filing entity did not make an
application to the trial court for stay of the entry of the
judgment;
(2) the appellate court is satisfied that the appeal
was taken in good faith and not for purpose of delay or with no
sufficient cause;
(3) the appellate court finds that the problems for
which the foreign filing entity has been found guilty are capable of
being cured; and
(4) the foreign filing entity has prayed for the
opportunity to cure its problems in the appeal.
(b) The appellate court shall determine the period, which
may not be longer than 60 days after the date the case is remanded to
the trial court, to be afforded to a foreign filing entity to enable
the foreign filing entity to cure its problems under Subsection
(a).
(c) The trial court to which an action against a foreign
filing entity has been remanded under this section shall dismiss
the action if, during the period prescribed by the appellate court
for that conduct, the foreign filing entity cures the problems for
which revocation is sought and pays all costs accrued in the action.
(d) If a foreign filing entity has not cured the problems
for which revocation is sought within the period prescribed by the
appellate court under Subsection (b), the judgment requiring
revocation shall become final.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.158. JURISDICTION AND VENUE. (a) The attorney
general shall bring an action for the revocation of the
registration of a foreign filing entity under this subchapter in:
(1) a district court of the county in which the
registered office or principal place of business of the filing
entity in this state is located; or
(2) a district court of Travis County.
(b) A district court described by Subsection (a) has
jurisdiction of the action for revocation of the registration of
the foreign filing entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.159. PROCESS IN STATE ACTION. Citation in an action
for the involuntary revocation of a foreign filing entity's
registration under this subchapter shall be issued and served as
provided by law.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.160. PUBLICATION OF NOTICE. (a) If process in an
action under this subchapter is returned not found, the attorney
general shall publish notice in a newspaper in the county in which
the registered office of the foreign filing entity in this state is
located. The notice must contain:
(1) a statement of the pendency of the action;
(2) the title of the court;
(3) the title of the action; and
(4) the earliest date on which default judgment may be
entered by the court.
(b) Notice under this section must be published at least
once a week for two consecutive weeks beginning at any time after
the citation has been returned.
(c) The attorney general may include in one published notice
the name of each foreign filing entity against which an action for
involuntary revocation is pending in the same court.
(d) Not later than the 10th day after the date notice under
this section is first published, the attorney general shall send a
copy of the notice to the appropriate foreign filing entity at the
foreign filing entity's registered office in this state. A
certificate from the attorney general regarding the sending of the
notice is prima facie evidence that notice was sent under this
section.
(e) Unless a foreign filing entity has been served with
citation, a default judgment may not be taken against the entity
before the 31st day after the date the notice is first published.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.161. FILING OF DECREE OF REVOCATION AGAINST FOREIGN
FILING ENTITY. (a) The clerk of a court that enters a decree
revoking the registration of a foreign filing entity shall file a
certified copy of the decree in accordance with Chapter 4.
(b) A fee may not be charged for the filing of a decree under
this section.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER E. BUSINESS, RIGHTS, AND OBLIGATIONS
§ 9.201. BUSINESS OF FOREIGN ENTITY. A foreign entity
may not conduct in this state a business or activity that is not
permitted by this code to be transacted by the domestic entity to
which it most closely corresponds, unless other law of this state
authorizes the entity to conduct the business or activity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.202. RIGHTS AND PRIVILEGES. A foreign nonfiling
entity or a foreign filing entity registered under this chapter
enjoys the same but no greater rights and privileges as the domestic
entity to which it most closely corresponds.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.203. OBLIGATIONS AND LIABILITIES. Subject to this
code and other laws of this state and except as provided by
Subchapter C, Chapter 1, in any matter that affects the transaction
of intrastate business in this state, a foreign entity and each
member, owner, or managerial official of the entity is subject to
the same duties, restrictions, penalties, and liabilities imposed
on a domestic entity to which it most closely corresponds or on a
member, owner, or managerial official of that domestic entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.204. RIGHT OF FOREIGN FILING ENTITY TO PARTICIPATE
IN BUSINESS OF CERTAIN DOMESTIC ENTITIES. A vote cast or consent
provided by a foreign filing entity with respect to its ownership or
membership interest in a domestic entity of which the foreign
filing entity is a lawful owner or member, and the foreign filing
entity's participation in the management and control of the
business and affairs of the domestic entity to the extent of the
participation of other owners or members, are not invalidated if
the foreign filing entity does not register to transact business in
this state, subject to all law governing a domestic entity,
including the antitrust law of this state.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER F. DETERMINATION OF TRANSACTING BUSINESS IN THIS STATE
§ 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING
BUSINESS IN THIS STATE. For purposes of this chapter, activities
that do not constitute transaction of business in this state
include:
(1) maintaining or defending an action or suit or an
administrative or arbitration proceeding, or effecting the
settlement of:
(A) such an action, suit, or proceeding; or
(B) a claim or dispute to which the entity is a
party;
(2) holding a meeting of the entity's managerial
officials, owners, or members or carrying on another activity
concerning the entity's internal affairs;
(3) maintaining a bank account;
(4) maintaining an office or agency for:
(A) transferring, exchanging, or registering
securities the entity issues; or
(B) appointing or maintaining a trustee or
depositary related to the entity's securities;
(5) voting the interest of an entity the foreign
entity has acquired;
(6) effecting a sale through an independent
contractor;
(7) creating, as borrower or lender, or acquiring
indebtedness or a mortgage or other security interest in real or
personal property;
(8) securing or collecting a debt due the entity or
enforcing a right in property that secures a debt due the entity;
(9) transacting business in interstate commerce;
(10) conducting an isolated transaction that:
(A) is completed within a period of 30 days; and
(B) is not in the course of a number of repeated,
similar transactions;
(11) in a case that does not involve an activity that
would constitute the transaction of business in this state if the
activity were one of a foreign entity acting in its own right:
(A) exercising a power of executor or
administrator of the estate of a nonresident decedent under
ancillary letters issued by a court of this state; or
(B) exercising a power of a trustee under the
will of a nonresident decedent, or under a trust created by one or
more nonresidents of this state, or by one or more foreign entities;
(12) regarding a debt secured by a mortgage or lien on
real or personal property in this state:
(A) acquiring the debt in a transaction outside
this state or in interstate commerce;
(B) collecting or adjusting a principal or
interest payment on the debt;
(C) enforcing or adjusting a right or property
securing the debt;
(D) taking an action necessary to preserve and
protect the interest of the mortgagee in the security; or
(E) engaging in any combination of transactions
described by this subdivision;
(13) investing in or acquiring, in a transaction
outside of this state, a royalty or other nonoperating mineral
interest; or
(14) the execution of a division order, contract of
sale, or other instrument incidental to ownership of a nonoperating
mineral interest.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 9.252. OTHER ACTIVITIES. The list provided by Section
9.251 is not exclusive of activities that do not constitute
transacting business in this state for the purposes of this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER G. MISCELLANEOUS PROVISIONS
§ 9.301. APPLICABILITY OF CODE TO CERTAIN FOREIGN
ENTITIES. (a) Except as provided by a statute described by this
subsection, the provisions of this code governing a foreign entity
apply to a foreign entity registered or granted authority to
transact business in this state under:
(1) a special statute that does not contain a
provision regarding a matter provided for by this code with respect
to a foreign entity; or
(2) another statute that specifically provides that
the general law for the granting of a registration or certificate of
authority to the foreign entity to transact business in this state
supplements the special statute.
(b) Except as provided by a special statute described by
Subsection (a), a document required to be filed with the secretary
of state under the special statute must be signed and filed in
accordance with Chapter 4.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
