Tex.
Bus. Orgs. Code Section 9.251
Activities Not Constituting Transacting Business in This State
(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;(15)
owning, without more, real or personal property in this state; or(16)
acting as a governing person of a domestic or foreign entity that is registered to transact business in this state.
Source:
Section 9.251 — Activities Not Constituting Transacting Business in This State, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.9.htm#9.251 (accessed Jun. 5, 2024).
