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:


maintaining or defending an action or suit or an administrative or arbitration proceeding, or effecting the settlement of:


such an action, suit, or proceeding; or


a claim or dispute to which the entity is a party;


holding a meeting of the entity’s managerial officials, owners, or members or carrying on another activity concerning the entity’s internal affairs;


maintaining a bank account;


maintaining an office or agency for:


transferring, exchanging, or registering securities the entity issues; or


appointing or maintaining a trustee or depositary related to the entity’s securities;


voting the interest of an entity the foreign entity has acquired;


effecting a sale through an independent contractor;


creating, as borrower or lender, or acquiring indebtedness or a mortgage or other security interest in real or personal property;


securing or collecting a debt due the entity or enforcing a right in property that secures a debt due the entity;


transacting business in interstate commerce;


conducting an isolated transaction that:


is completed within a period of 30 days; and


is not in the course of a number of repeated, similar transactions;


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:


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


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;


regarding a debt secured by a mortgage or lien on real or personal property in this state:


acquiring the debt in a transaction outside this state or in interstate commerce;


collecting or adjusting a principal or interest payment on the debt;


enforcing or adjusting a right or property securing the debt;


taking an action necessary to preserve and protect the interest of the mortgagee in the security; or


engaging in any combination of transactions described by this subdivision;


investing in or acquiring, in a transaction outside of this state, a royalty or other nonoperating mineral interest;


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


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.

Last accessed
Jun. 7, 2021