The Attorney General of Texas 

March 10, 1983 

JIM MATTOX 

Attorney General 

Supreme Court Building 

P. 0. BOX 12546 

Austin. TX. 76711. 2546 

512/475-2501 

Telex 910/674-1367 

Telecopier 5121475.0266 

1607 Mam St.. Suite 14W 

Dallas. TX. 752014703 

2141742.6944 

4624 Alberta Ave.. Suite 164 

El Paso. TX. 79905.2793 

9)433-3464 

1220 cum be.. we 202 

HOUS~O”. TX. 77002.6966 

7 131650-0666 

606 Broadway. Suite 312 

Lubbock. TX. 79401.3479 

0061747-5236 

4309 N. Tenth. Suite e 

McAllen. TX. 76501-1665 

5121662-4547 

200 MaIn Plaza. SUlW 4w 

San Ank,“,o. TX~ 76205.2797 

512,2254191 

Mr. Edward 0. Coultas 

Executive Director 

State Bar of Texas 

P. 0. Box 12487. Capitol Station 

Austin, Texas 78711 

Opinion No. JM-7 

Be: Whether District of 

Columbia professional corporation needs a certificate of 

authority to transact business 

in Texas 

Dear Mr. Coultas: 

You ask whether an Individual who practices law in the District 

of Columbia and Is not licensed to practice in the state of Texas, yet 

who is a partner in a general partnership organized under the laws of 

the state of Texas, may Incorporate a professional corporation under 

the laws of the District of Columbia and substitute it for himself as 

a partner In the Texas partnership. If so. you then ask whether the 

foreign professional corporation is deemed to be transacting business 

in the state of Texas and is thus required to obtain a certificate of 

authority from the secretary of state. 

In our opinion, any corporation acting as a general partner of a 

Texas partnership transacting business in Texas is itself transacting 

business in Texas. See Attorney General Opinion WW-191 (1958). A 

partnership under theTexas Uniform Partnership Act is defined as “an 

association of two or more persons to carry on as co-owners a business 

for profit.” V.T.C.S. art. 6132b. 16. The term “persons” includes 

corporations. V.T.C.S. art. 6132b, 56-A. This definition also 

pertains to professional corporations by virtue of article 1528e. 

section 5. V.T.C.S.. which provides that “professional corporations 

shall enjoy the powers and privileges and be subject to the duties, 

restrictions and liabilities of other business corporations except 

insofar as the same may be limited or enlarged by this Act.” If the 

partnership business is carried on in Texas, each partner is also 

transacting business in this state. because every partner is an agent 

of the partnership for the purpose of partnership business, and every 

partner has an equal right in the management and conduct of the 

business. V.T.C.S. art. 6132b. $09. 18. See Scott Company of 

California v. Enco Construction Company, 264 So.2d 409 (Hiss. 1972); 

17 W. Fletcher, Cyclopedia of the Law of Private Corporations, P8464 

(1977). Cf. Williams v. Freeport Sulphur Company, 40 S.W.Zd 817. 824 

(Tex. Civ.pp. - Galveston 1931, writ ref’d). 

p. 27 
Mr. Edward 0. Coultns - Page 2 (JM-7) 

Thus, in order for the professional corporation/partner to 

transact business in this state, it would be necessary for the 

corporation to be authorized to do business in Texas. The Texas 

Professional Corporation Act, article 15281~. V.T.C.S., does not 

provide for the registration of foreign professional corporations In 

Texas. Such authority may not be obtained by registration as a 

foreign corporation under the Texas Business Corporation Act. Section 

5 of the Texas Professional Corporation Act provides that the Texas 

Business Corporation Act shall be applicable to professional 

corporations except to the extent that the provisions of the Texas 

Business Corporation Act conflict with the provisions of the Texas 

Professional Corporation Act. The failure of the Texas Professional 

Corporation Act to provide for the registration of foreign 

professional corporations indicates the legislature’s intent that such 

corporations not be authorized to do business in the state of Texas. 

Use of the provisions of the Texas Business Corporation Act to supply 

such authority would constitute a conflict with the Texas Professional 

Corporation Act. Although the Texas Professional Corporation Act has 

not been construed by a court in this regard, at least one other 

jurisdiction has found that the failure of its professional 

corporation act to provide for the registration of s foreign 

nrofessional cornoration orohibits a foreien nrofessional cornoration 

from doing business in the state. Dalton, Dalton, Little, ‘Inc. v. 

Mirandi. 41’2 F. Supp. 1001 (D. N.J. 1976). Accord, Ariz. Op. Att’y 

Gen. 71-38 (Oct. 27, 1971); N.C. Op. Att’y Gen. (Aug. 26, 1970); Minn. 

Op. Att’y Gen. 92b-18 (Apr. 6, 1965). in our opinion, in order for 

the professional corporation which Is the subject of your request to 

be able to transact business in this state as a partner in the 

practice of law. that corporation will have to comply with the 

provisions of the Texas Professional Corporation Act. That is. it 

will have to become a domestic professional corporation in the state 

of Texas. 

SUMMARY 

A foreign corporation that is a partner in a 

general partnership organized under the laws of 

the state of Texas is deemed to be transacting 

business In the state and, thus, is required to 

obtain a certificate of authority from the 

secretary of state. The same rule would apply to 

a foreign professional corporation, except that 

the secretary has no authority to grant the 

certificate to a foreign professional, rather than 

business, corporation. The absence of any 

licensing provision for a foreign corporation to 

do business in the state of Texas Indicates that 

the legislature did not wish to allow a foreign 

professional corporation to carry on any 

A 

p. 28 
Mr. Edward 0. Coultas - Page 3 (JM-7) 

activities that amount to transacting business in 

this state. Thus, because being a partner would 

amount to transacting business In this state, and 

the foreign professional corporation could not be 

licensed under the usual corporation licensing 

provisions, the foreign professional corporation 

may not participate ss a partner in a partnership 

organized under the laws of the state of Texas. 

Very truly you J LA Ai& 

JIM MATTOX 

Attorney General of Texas 

TOM GREEN 

First Assistant Attorney General 

DAVID R. RICHARDS 

Executive Assistant Attorney General 

Prepared by Catherine B. Fryer 

Assistant Attorney General 

APPROVED: 

OPINION COMMITTEE 

Susan L. Garrison, Chairman 

Catherine B. Fryer 

Rick Gilpin 

Jim Moellinger 

p. 29