Texas Business Organizations Code Title 1, Chapter 9 - Foreign Entities

SUBCHAPTER A REGISTRATION

• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 9.005 - Supplemental Information Required In Application For Registration Of Foreign Limited Liability Company
  (a) This section applies only to a foreign limited liability company governed by a company agreement that establishes or provides for the establishment of a...
• Texas Section 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...
• Texas Section 9.007 - Application For Registration Of Foreign Limited Liability Partnership
  (a) A foreign limited liability partnership registers by filing an application for registration under this section as provided by Chapter 4. (b) The application for...
• Texas Section 9.008 - Effect Of Registration
  (a) The registration of a foreign entity other than a foreign limited liability partnership is effective when the application filed under Chapter 4 takes effect....
• Texas Section 9.009 - Amendments To Registration
  (a) A foreign filing entity must amend its registration to reflect: (1) a change to its name; (2) a change in the business or activity...
• Texas Section 9.010 - Name Change Of Foreign Filing Entity
  If a foreign filing entity authorized to transact business in this state changes its name to a name that would cause the entity to be...
• Texas Section 9.011 - Voluntary Withdrawal Of Registration
  (a) A foreign filing entity or foreign limited liability partnership registered in this state may withdraw the entity's or partnership's registration at any time by...

SUBCHAPTER B FAILURE TO REGISTER

• Texas Section 9.012 - Automatic Withdrawal On Conversion To Domestic Filing Entity
  A foreign filing entity or foreign limited liability partnership registered in this state that converts to a domestic filing entity is considered to have withdrawn...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 9.054 - Late Filing Fee
  (a) The secretary of state may collect from a foreign filing entity a late filing fee if the entity has transacted business in this state...

SUBCHAPTER C REVOCATION OF REGISTRATION BY SECRETARY OF STATE

• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...

SUBCHAPTER D JUDICIAL REVOCATION OF REGISTRATION

• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...

SUBCHAPTER E BUSINESS, RIGHTS, AND OBLIGATIONS

• Texas Section 9.162 - Applicability Of Subchapter To Foreign Limited Liability Partnerships
  This subchapter applies to a partnership registered as a foreign limited liability partnership to the same extent as it applies to a foreign filing entity....
• Texas Section 9.201 - Business Of Foreign Entity
  (a) Except as provided by Subsection (b), a foreign entity may not conduct in this state a business or activity that is not permitted by...
• Texas Section 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...
• Texas Section 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...

SUBCHAPTER F DETERMINATION OF TRANSACTING BUSINESS IN THIS STATE

• Texas Section 9.204 - Right Of Foreign Entity To Participate In Business Of Certain Domestic Entities
  A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the...
• Texas Section 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...

SUBCHAPTER G MISCELLANEOUS PROVISIONS

• Texas Section 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...
• Texas Section 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...

Last modified: September 28, 2016