Tex. Bus. Orgs. Code 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 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, Sec. 1, eff. Jan. 1, 2006.

Source: Section 9.051 — Transacting Business or Maintaining Court Proceeding Without Registration, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­9.­htm#9.­051 (accessed May 26, 2025).

9.001
Foreign Entities Required to Register 9.002
Foreign Entities Not Required to Register 9.003
Permissive Registration 9.004
Registration Procedure 9.005
Supplemental Information Required in Application for Registration of Foreign Limited Liability Company 9.006
Supplemental Information Required in Application for Registration of Foreign Nonprofit Corporation 9.007
Application for Registration of Foreign Limited Liability Partnership 9.008
Effect of Registration 9.009
Amendments to Registration 9.010
Name Change of Foreign Filing Entity 9.011
Voluntary Withdrawal of Registration 9.012
Automatic Withdrawal on Conversion to Domestic Filing Entity 9.051
Transacting Business or Maintaining Court Proceeding Without Registration 9.052
Civil Penalty 9.053
Venue 9.054
Late Filing Fee 9.055
Requirements of Other Law 9.101
Revocation of Registration by Secretary of State 9.102
Certificate of Revocation 9.103
Reinstatement by Secretary of State After Revocation 9.104
Procedures for Reinstatement 9.105
Use of Distinguishable Name Required 9.106
Reinstatement of Registration Following Tax Forfeiture 9.151
Revocation of Registration by Court Action 9.152
Notification of Cause by Secretary of State 9.153
Filing of Action by Attorney General 9.154
Cure Before Final Judgment 9.155
Judgment Requiring Revocation 9.156
Stay of Judgment 9.157
Opportunity for Cure After Affirmation of Findings by Appeals Court 9.158
Jurisdiction and Venue 9.159
Process in State Action 9.160
Publication of Notice 9.161
Filing of Decree of Revocation Against Foreign Filing Entity 9.162
Applicability of Subchapter to Foreign Limited Liability Partnerships 9.201
Business of Foreign Entity 9.202
Rights and Privileges 9.203
Obligations and Liabilities 9.204
Right of Foreign Entity to Participate in Business of Certain Domestic Entities 9.251
Activities Not Constituting Transacting Business in This State 9.252
Other Activities 9.301
Applicability of Code to Certain Foreign Entities
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Verified:
May 26, 2025

§ 9.051. Transacting Bus. or Maintaining Court Proceeding Without Registration's source at texas​.gov