Texas Business Organizations Code

Sec. § 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;

(14)

executing a division order, contract of sale, or other instrument incidental to ownership of a nonoperating mineral interest; or

(15)

owning, without more, real or personal property in this state.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 14, eff. September 1, 2009.