Texas Registration of Foreign Corporation
FOREIGN CORPORATION
APPLICATION FOR CERTIFICATE OF AUTHORITY
TEXAS
STATUTORY REFERENCES
TEXAS BUSINESS CORPORATION ACT, Articles 8.01 through 8.18
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A foreign corporation does not have the right to transact business in
Texas until it has procured a certificate of authority so to do from the
Secretary of State.
Without excluding other activities which may not constitute transacting
business in Texas, a foreign corporation is not considered to be transacting
business in Texas by reason of carrying on in Texas any one or more of
the following activities:
(1) Maintaining or defending any action or suit or any administrative
or arbitration proceedings, or effecting the settlement thereof or the
settlement of claims or disputes to which it is a party;
(2) Holding meetings of its directors or shareholders or carrying on
other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and
registration of securities issued by it, or appointing and maintaining
trustees or depositaries with relation to its securities;
(5) Voting the stock of any corporation which it has lawfully acquired;
(6) Effecting sales through independent contractors;
(7) Creating as borrower or lender, or acquiring, indebtedness or mortgages
or other security interests in real or personal property.
(8) Securing or collecting debts due to it or enforcing any rights
in property securing the same;
(9) Transacting any business in interstate commerce;
(10) Conducting an isolated transaction completed within a period of
thirty (30) days and not in the course of a number of repeated transactions
of like nature;
(11) Exercising the powers of executor or administrator of the estate
of a non-resident decedent under ancillary letters issued by a court of
Texas, or exercising the powers of a trustee under the will of a non-resident
decedent, or under a trust created by one or more non-residents of Texas,
or by one or more foreign corporations, if the exercise of such powers,
in any such case, will not involve activities which would be deemed to
constitute the transacting of business in Texas in the case of a foreign
corporation acting in its own right;
(12) Acquiring, in transactions outside Texas, or in interstate commerce,
of debts secured by mortgages or liens on real or personal property in
Texas, collecting or adjusting of principal and interest payments thereon,
enforcing or adjusting any rights and property securing said debts, taking
any actions necessary to preserve and protect the interest of the mortgagee
in said security, or any combination of such transactions;
(13) Investing in or acquiring, in transactions outside of Texas, royalties
and other non-operating mineral interests, and the execution of division
orders, contracts of sale and other instruments incidental to the ownership
of such non-operating mineral interests.
A foreign corporation which receives a certificate of authority,
until its certificate of authority is revoked, enjoy the same, but no greater,
rights and privileges as a domestic corporation organized for the purposes
set forth in the application pursuant to which such certificate of authority
is issued. The corporation and its officers and directors are subject
to the same duties, restrictions, penalties, and liabilities imposed upon
a domestic corporation of like character and its officers and directors.
No certificate of authority can be issued to a foreign corporation unless
the corporate name of the foreign corporation:
(1) Shall contain the word "corporation," "company," "incorporated,"
or "limited," or shall contain an abbreviation of one of such words, or
such corporation shall, for use in Texas, add at the end of its name one
of such words or an abbreviation thereof.
 (2) Shall not be the same as, or deceptively similar to, the
name of any domestic corporation, limited partnership, or limited liability
company existing under the laws of Texas or of any foreign corporation,
limited partnership, or limited liability company authorized to transact
business in Texas, or a name the exclusive right to which is, at the time,
reserved or registered in the manner provided by law for the reservation
or registration of names by a limited partnership or limited liability
company. A name may be similar if written consent is obtained from
the existing corporation, limited partnership, or limited liability company
having the name deemed to be similar or the person for whom the name deemed
to be similar is reserved or registered in the office of the Secretary
of State.
The original and a copy of the application of the corporation for
a certificate of authority must be delivered to the Secretary of State,
together with a certificate issued by an authorized officer of the jurisdiction
of the corporation's incorporation evidencing its corporate existence.
Every foreign corporation authorized to transact business in Texas must
have and continuously maintain in Texas:
(1) A registered office which may be, but need not be, the
same as its place of business in Texas.
(2) A registered agent, which agent may be either an individual resident
in Texas whose business office is identical with such registered office,
or a domestic corporation, or a foreign corporation authorized to transact
business in Texas, having a business office identical with such registered
office.
No foreign corporation which is transacting, or has transacted, business
in Texas without a certificate of authority IS be permitted to maintain
any action, suit, or proceeding in any court of Texas (whether brought
directly by the corporation or in the form of a derivative action by a
shareholder) on any cause of action arising out of the transaction of business
in Texas, until the corporation has obtained a certificate of authority.
No action, suit, or proceeding on any cause of action may be maintained
in any court of Texas by any successor, assignee, or legal representative
of a foreign corporation until a certificate of authority has been obtained
by the corporation or by a foreign corporation which has acquired all or
substantially all of its assets.
The failure of a foreign corporation to obtain a certificate of
authority to transact business in Texas does not impair the validity of
any contract or act of the corporation and does not prevent the corporation
from defending any action, suit or proceeding in any court of Texas.
A foreign corporation which transacts business in Texas without a certificate
of authority shall be liable to Texas for the years or parts thereof during
which it transacted business in Texas without a certificate of authority
in an amount equal to all fees and franchise taxes which would have been
imposed by law upon the corporation had it duly applied for and received
a certificate of authority to transact business in Texas as required by
law.
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