Tex. Bus. Orgs. Code § 9.051 · Subchapter B. FAILURE TO REGISTER
TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.9.htm
- Text hash
- sha256 9e28cee0d8d67407d4a9033722cb637ee1f2ee5b873ce968f23c2dd7f9619070
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
Cited by 1 provision
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 9.051. Each shows the citation as that text prints it.
Business Organizations Code
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