(a) A foreign filing entity registers by filing an application for registration as provided by Chapter 4.
(b) The application must state:
(1) the entity’s name and, if that name would not comply with Chapter 5, a name that complies with Chapter 5 under which the entity will transact business in this state;
(2) the entity’s type;
(3) the entity’s jurisdiction of formation;
(4) the date of the entity’s formation;
(5) that the entity exists as a valid foreign filing entity of the stated type under the laws of the entity’s jurisdiction of formation;
(6) for a foreign entity other than a foreign limited partnership:
(A) each business or activity that the entity proposes to pursue in this state, which may be stated to be any lawful business or activity under the law of this state; and
(B) that the entity is authorized to pursue the same business or activity under the laws of the entity’s jurisdiction of formation;
(7) the date the foreign entity began or will begin to transact business in this state;
(8) the address of the principal office of the foreign filing entity;
(9) the address of the initial registered office and the name and the address of the initial registered agent for service of process that Chapter 5 requires to be maintained;
(10) the name and address of each of the entity’s governing persons; and
(11) that the secretary of state is appointed the agent of the foreign filing entity for service of process under the circumstances provided by § 5.251.

Terms Used In Texas Business Organizations Code 9.004

  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
  • Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
  • Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
  • Foreign entity: means an organization formed under, and the internal affairs of which are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
  • Foreign filing entity: means a foreign entity, other than a foreign limited liability partnership, that registers or is required to register as a foreign entity under Chapter 9. See Texas Business Organizations Code 1.002
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means :
    (A) in the case of a domestic filing entity, this state;
    (B) in the case of a foreign entity for which a certificate of formation or similar organizational instrument is filed in connection with its formation, the jurisdiction in which the entity's certificate of formation or similar organizational instrument is filed; or
    (C) in the case of a domestic nonfiling entity or a foreign entity for which a certificate of formation or similar organizational instrument is not filed in connection with its formation:
    (i) the jurisdiction the laws of which are chosen in the entity's governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the entity's business and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or
    (ii) if Subparagraph (i) does not apply, the jurisdiction in which the entity has its chief executive office. See Texas Business Organizations Code 1.002
  • Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
  • Managerial official: means an officer or a governing person. See Texas Business Organizations Code 1.002
  • Member: means :
    (A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
    (B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
    (C) in the case of a cooperative association, a member of a nonshare or share association;
    (D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
    (E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
  • Secretary: means the:
    (A) individual designated as secretary of an entity under the entity's governing documents; or
    (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
  • Service of process: The service of writs or summonses to the appropriate party.

(c) A foreign filing entity may register regardless of any differences between the law of the entity’s jurisdiction of formation and of this state applicable to the governing of the internal affairs or to the liability of an owner, member, or managerial official.