Tex. Codes » Business Organizations Code · TITLE 1. GENERAL PROVISIONS · CHAPTER 9. FOREIGN ENTITIES
Texas Codes

Tex. Bus. Orgs. Code § 9.251 (2026)

Activities Not Constituting Transacting Business In This State

✓ current as of May 2026
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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:

(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.

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.

Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 16, eff. September 1, 2021.

Notes of Decisions
Cited in 9 cases (2 in the last 5 years), 2009–2024 · leading case: Anglo-Dutch Petroleum Int'l, Inc. v. Case Funding Network, LP, 441 S.W.3d 612 (Tex. App. 2014).
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Anglo-Dutch Petroleum Int'l, Inc. v. Case Funding Network, LP, 441 S.W.3d 612 (Tex. App. 2014). · cites it 3× “Tex. Bus. Orgs.Code Ann. § 9.051(b) (Vernon 2011).”
All. Transp. & Logistics LLC v. G & J Truck Sales Inc (N.D. Tex. 2021). · cites it 2× “Tex. Bus. Orgs. Code Ann. § 9.251 (9); see Arch Ins.”
Anglo-Dutch Petroleum Int'l, Inc & Anglo-Dutch (Tenge) LLC v. Case Funding Network, L.P., 3K P'ship, Prosperity Settlement Funding, Inc., Lawsuit Fin., LLC, Future Settlement Funding of SC, Inc., Robert M. Press, New Amsterdam Capital Partners, Inc., Ryan Brooks, Joseph Dinardo, Joseph Giurintano, Plaintif (Tex. App. 2014). · cites it 2× “”[9] Accordingly, Texas law permits Prosperity and Anzar to bring 6 TEX. BUS. ORGS. CODE ANN. § 9.051(b) (Vernon 2011).”
in Re: A Purported Lien or Claim Against Helvetia Asset Recovery, Inc. (Tex. App. 2015). · cites it 2× “11 Tex. Bus. Org. Code Ann. § 9.051 (b) ....”
Cormier v. Scribe Media, LLC (W.D. Tex. 2024). “See Tex. Bus. Org. Code §§ 9.251(2)–(10), 9.252.”
Kevin Bierwirth v. Fed. Nat'l Mortg. Ass'n A/K/A Fannie Mae (Tex. App. 2014). “See Tex. Bus. Orgs. Code § 9.251(12)(C) (excluding from definition of “transaction of business” certain activities, including—as to debt secured by mortgage or lien on real property in this state—enforcing or adjusting right or property securing debt).”
Kevin Bierwirth v. Fed. Nat'l Mortg. Ass'n A/K/A Fannie Mae (Tex. App. 2014). “See Tex. Bus. Orgs. Code § 9.251(12)(C). Here, Fannie Mae’s forcible-detainer action sought to enforce its right to possession of the property securing Bierwirth’s debt.”
Oscar Melendez & Connie Melendez v. Citimortgage, Inc. Ernestine Williams & Wendy Alexander (Tex. App. 2015). “Tex. Bus. Orgs. Code § 9.251(12)(C) (entity need not maintain its right to do business in Texas to enforce its right securing a debt); Hinkle v.”
Untitled Texas Attorney Gen. Opinion (Tex. Att'y Gen. 2009). “See TEx. Bus. ORGS. CODE ANN. § 9.251(9) (Vernon 2008) (transacting business in interstate commerce does not constitute transacting business in this state).”
— Tex. Bus. Orgs. Code § 9.251(12)(C) — 3 cases
Kevin Bierwirth v. Fed. Nat'l Mortg. Ass'n A/K/A Fannie Mae (Tex. App. 2014). “See Tex. Bus. Orgs. Code § 9.251(12)(C) (excluding from definition of “transaction of business” certain activities, including—as to debt secured by mortgage or lien on real property in this state—enforcing or adjusting right or property securing debt).”
Kevin Bierwirth v. Fed. Nat'l Mortg. Ass'n A/K/A Fannie Mae (Tex. App. 2014). “See Tex. Bus. Orgs. Code § 9.251(12)(C). Here, Fannie Mae’s forcible-detainer action sought to enforce its right to possession of the property securing Bierwirth’s debt.”
Oscar Melendez & Connie Melendez v. Citimortgage, Inc. Ernestine Williams & Wendy Alexander (Tex. App. 2015). “Tex. Bus. Orgs. Code § 9.251(12)(C) (entity need not maintain its right to do business in Texas to enforce its right securing a debt); Hinkle v.”
— Tex. Bus. Orgs. Code § 9.251(2) — 1 case
Cormier v. Scribe Media, LLC (W.D. Tex. 2024). “See Tex. Bus. Org. Code §§ 9.251(2)–(10), 9.252.”
— Tex. Bus. Orgs. Code § 9.251(9) — 3 cases
Anglo-Dutch Petroleum Int'l, Inc. v. Case Funding Network, LP, 441 S.W.3d 612 (Tex. App. 2014). “Tex. Bus. Orgs.Code Ann. § 9.051(b) (Vernon 2011).”
All. Transp. & Logistics LLC v. G & J Truck Sales Inc (N.D. Tex. 2021). “Tex. Bus. Orgs. Code Ann. § 9.251 (9); see Arch Ins.”
Untitled Texas Attorney Gen. Opinion (Tex. Att'y Gen. 2009). “See TEx. Bus. ORGS. CODE ANN. § 9.251(9) (Vernon 2008) (transacting business in interstate commerce does not constitute transacting business in this state).”
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