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Lucy, Esq.
Lucy, Esq., Attorney
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I'm trying to understand the definition of "right to transac

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I'm trying to understand the definition of "right to transact business." If a Texas Notice of Forfeiture of Right to Transact Business" is received, what exactly does that mean. Is it financial transactions or something else.
Submitted: 2 years ago.
Category: Legal
Expert:  Lucy, Esq. replied 2 years ago.
Hi,

My name is ***** ***** I'd be happy to answer your questions today.
Oddly enough, the statutes don't define transacting business. That basically means that you have to look at the general dictionary definition of the words.
Transact means "to carry on or conduct," and business in this contest means "any of the company's stated purposes." So, it's not just financial transactions. Hiring and paying employees or maintaining an office in the state where people are working toward creating products or bringing in customers could both be transacting business in the state. Entering contracts to provide services or leasing real estate is another example.
Tex. Bus. & Organizations Code, Section 9.251 provides a non-exclusive list of 15 things that are not considered transacting business. These things would be allowed.
(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; or
(15) owning, without more, real or personal property in this state.
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