reglab/housing_qa huggingface dataset:
TX Bus Orgs § 8.105 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 8 - Indemnification and Insurance|Subchapter C. Permissive Indemnification and Advancement of Expenses|Section 8.105. Indemnification of and Advancement of Expenses to Persons Other Than Governing Persons

Sec. 8.105.  INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO PERSONS OTHER THAN GOVERNING PERSONS.  (a)  Notwithstanding any other provision of this chapter but subject to Section 8.003 and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by:(1)  the enterprise's governing documents;(2)  general or specific action of the enterprise's governing authority;(3)  resolution of the enterprise's owners or members;(4)  contract; or(5)  common law.(b)  An enterprise shall indemnify an officer to the same extent that indemnification is required under this chapter for a governing person.(c)  A person described by Subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.(d)  Notwithstanding any authorization or determination specified in this chapter, an enterprise may pay or reimburse, in advance of the final disposition of a proceeding and on terms the enterprise considers appropriate, reasonable expenses incurred by:(1)  a former governing person or delegate who was, is, or is threatened to be made a respondent in the proceeding; or(2)  a present or former employee, agent, or officer who is not a governing person of the enterprise and who was, is, or is threatened to be made a respondent in the proceeding.(e)  A determination of indemnification for a person who is not a governing person of an enterprise, including an officer, employee, or agent, is not required to be made in accordance with Section 8.103.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 25, eff. January 1, 2006.Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 43, eff. September 1, 2007.Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 7, eff. September 1, 2011.|
TX Bus Orgs § 8.106 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 8 - Indemnification and Insurance|Subchapter C. Permissive Indemnification and Advancement of Expenses|Section 8.106. Permissive Indemnification of and Reimbursement of Expenses to Witnesses

Sec. 8.106.  PERMISSIVE INDEMNIFICATION OF AND REIMBURSEMENT OF EXPENSES TO WITNESSES.  Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person's appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 8.152 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 8 - Indemnification and Insurance|Subchapter D. Liability Insurance; Reporting Requirements|Section 8.152. Reports of Indemnification and Advances

Sec. 8.152.  REPORTS OF INDEMNIFICATION AND ADVANCES.  (a)  An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing person.(b)  Subject to Subsection (c), the report must be made with or before:(1)  the notice or waiver of notice of the next meeting of the owners or members of the enterprise; or(2)  the next submission to the owners or members of a consent to action without a meeting.(c)  The report must be made not later than the first anniversary of the date of the indemnification or advance.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 44, eff. September 1, 2007.|
TX Bus Orgs § 9.001 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.001. Foreign Entities Required to Register

Sec. 9.001.  FOREIGN ENTITIES REQUIRED TO REGISTER.  (a)  To transact business in this state, a foreign entity must register under this chapter if the entity:(1)  is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation;  or(2)  affords limited liability under the law of its jurisdiction of formation for any owner or member.(b)  A foreign entity described by Subsection (a) must maintain the entity's registration while transacting business in this state.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.002 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.002. Foreign Entities Not Required to Register

Sec. 9.002.  FOREIGN ENTITIES NOT REQUIRED TO REGISTER.  (a)  A foreign entity not described by Section 9.001(a) may transact business in this state without registering under this chapter.(b)  Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register.(c)  A foreign entity is not required to register under this chapter if other state law authorizes the entity to transact business in this state.(d)  A foreign unincorporated nonprofit association is not required to register under this chapter.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.003 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.003. Permissive Registration

Sec. 9.003.  PERMISSIVE REGISTRATION.  A foreign entity that is eligible under other law of this state to register to transact business in this state, but that is not registered under that law, may register under this chapter unless that registration is prohibited by the other law.  The registration under this chapter confers only the authority provided by this chapter.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.004 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.004. Registration Procedure

Sec. 9.004.  REGISTRATION PROCEDURE.  (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 Section 5.251.(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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.005 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.005. Supplemental Information Required in Application for Registration of Foreign Limited Liability Company

Sec. 9.005.  SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY.  (a)  This section applies only to a foreign limited liability company governed by a company agreement that establishes or provides for the establishment of a designated series of members, managers, membership interests, or assets that has any of the characteristics described by Subsection (b).(b)  A foreign limited liability company must state in its application for registration as a foreign limited liability company whether:(1)  the series has:(A)  separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company; or(B)  separate profits and losses associated with specified property or obligations of the foreign limited liability company;(2)  any debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the company generally or the assets of any other series; and(3)  any debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or any other series shall be enforceable against the assets of that series.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 9, eff. September 1, 2009.|
TX Bus Orgs § 9.006 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.006. Supplemental Information Required in Application for Registration of Foreign Nonprofit Corporation

Sec. 9.006.  SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN NONPROFIT CORPORATION.  In addition to the information required by Section 9.004, a foreign nonprofit corporation's application for registration must state:(1)  the names and addresses of the nonprofit corporation's directors and officers;(2)  whether or not the nonprofit corporation has members;  and(3)  any additional information as necessary or appropriate to enable the secretary of state to determine whether the nonprofit corporation is entitled to register to conduct affairs in this state.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.007 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.007. Application for Registration of Foreign Limited Liability Partnership

Sec. 9.007.  APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY PARTNERSHIP.  (a)  A foreign limited liability partnership registers by filing an application for registration under this section as provided by Chapter 4.(b)  The application for registration must state:(1)  the partnership's name;(2)  the federal taxpayer identification number of the partnership;(3)  the partnership's jurisdiction of formation;(4)  the date of initial registration as a limited liability partnership under the laws of the jurisdiction of formation;(5)  the date the foreign entity began or will begin to transact business in this state;(6)  that the partnership exists as a valid limited liability partnership under the laws of the jurisdiction of its formation;(7)  the number of partners at the date of the statement;(8)  each business or activity that the partnership proposes to pursue in this state, which may be stated to be any lawful business or activity under the laws of this state;(9)  the address of the principal office of the partnership;(10)  the address of the initial registered office and the name and address of the initial registered agent for service of process required to be maintained under Section 152.904; and(11)  that the secretary of state is appointed the agent of the partnership for service of process under the same circumstances as set forth by Section 5.251 for a foreign filing entity.(c)  Subchapter K, Chapter 152, governs the registration of a foreign limited liability partnership to transact business in this state.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 26, eff. January 1, 2006.Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 9, eff. September 1, 2011.|
TX Bus Orgs § 9.008 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.008. Effect of Registration

Sec. 9.008.  EFFECT OF REGISTRATION.  (a)  The registration of a foreign entity other than a foreign limited liability partnership is effective when the application filed under Chapter 4 takes effect.  The registration remains in effect until the registration terminates, is withdrawn, or is revoked.(b)  Except in a proceeding to revoke the registration, the secretary of state's issuance of an acknowledgment that the entity has filed an application is conclusive evidence of the authority of the foreign filing entity to transact business in this state under the entity's name or under another name stated in the application, in accordance with Section 9.004(b)(1).(c)  Subchapter K, Chapter 152, governs the effect of registration of a foreign limited liability partnership to transact business in this state.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 27, eff. January 1, 2006.|
TX Bus Orgs § 9.009 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.009. Amendments to Registration

Sec. 9.009.  AMENDMENTS TO REGISTRATION.  (a)  A foreign filing entity must amend its registration to reflect:(1)  a change to its name;(2)  a change in the business or activity stated in its application for registration; and(3)  if the foreign filing entity is a limited partnership:(A)  the admission of a new general partner;(B)  the withdrawal of a general partner; and(C)  a change in the name of the general partner stated in its application for registration.(a-1)  A foreign filing entity may amend the entity's application for registration to disclose a change that results from:(1)  a conversion from one type of foreign filing entity to another type of foreign filing entity with the foreign filing entity making the amendment succeeding to the registration of the original foreign filing entity; or(2)  a merger into another foreign filing entity with the foreign filing entity making the amendment succeeding to the registration of the original foreign filing entity.(b)  A foreign filing entity may amend its application for registration by filing an application for amendment of registration in the manner required by Chapter 4.(c)  The application for amendment must be filed on or before the 91st day following the date of the change.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 28, eff. January 1, 2006.Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 10, eff. September 1, 2009.|
TX Bus Orgs § 9.010 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.010. Name Change of Foreign Filing Entity

Sec. 9.010.  NAME CHANGE OF FOREIGN FILING ENTITY.  If a foreign filing entity authorized to transact business in this state changes its name to a name that would cause the entity to be denied an application for registration under this subchapter, the entity's registration must be suspended.  An entity the registration of which has been suspended under this section may transact business in this state only after the entity:(1)  changes its name to a name that is available to it under the laws of this state; or(2)  otherwise complies with this chapter.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 29, eff. January 1, 2006.Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 45, eff. September 1, 2007.|
TX Bus Orgs § 9.012 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter A. Registration|Section 9.012. Automatic Withdrawal on Conversion to Domestic Filing Entity

Sec. 9.012.  AUTOMATIC WITHDRAWAL ON CONVERSION TO DOMESTIC FILING ENTITY.  A foreign filing entity or foreign limited liability partnership registered in this state that converts to a domestic filing entity is considered to have withdrawn its registration on the effective date of the conversion.  This section also applies to a conversion and continuance under Section 10.1025.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 12, eff. September 1, 2009.|
TX Bus Orgs § 9.051 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter B. Failure to Register|Section 9.051. Transacting Business or Maintaining Court Proceeding Without Registration

Sec. 9.051.  TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION.  (a)  On application by the attorney general, a court may enjoin a foreign filing entity or the entity's agent from transacting business in this state if:(1)  the entity is not registered in this state;  or(2)  the entity's registration is obtained on the basis of a false or misleading representation.(b)  A foreign filing entity or the entity's legal representative may not maintain an action, suit, or proceeding in a court of this state, brought either directly by the entity or in the form of a derivative action in the entity's name, on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter.  This subsection does not affect the rights of an assignee of the foreign filing entity as:(1)  the holder in due course of a negotiable instrument;  or(2)  the bona fide purchaser for value of a warehouse receipt, security, or other instrument made negotiable by law.(c)  The failure of a foreign filing entity to register does not:(1)  affect the validity of any contract or act of the foreign filing entity;(2)  prevent the entity from defending an action, suit, or proceeding in a court in this state;  or(3)  except as provided by Subsection (d), cause any owner, member, or managerial official of the foreign filing entity to become liable for the debts, obligations, or liabilities of the foreign filing entity.(d)  Subsection (c)(3) does not apply to a general partner of a foreign limited partnership.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.052 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter B. Failure to Register|Section 9.052. Civil Penalty

Sec. 9.052.  CIVIL PENALTY.  (a)  A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all:(1)  fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law;  and(2)  penalties and interest imposed by law for failure to pay those fees and taxes.(b)  The attorney general may bring suit to recover amounts due to this state under this section.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.053 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter B. Failure to Register|Section 9.053. Venue

Sec. 9.053.  VENUE.  In addition to any other venue authorized by law, a suit under Section 9.051 or 9.052 may be brought in Travis County.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.054 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter B. Failure to Register|Section 9.054. Late Filing Fee

Sec. 9.054.  LATE FILING FEE.  (a)  The secretary of state may collect from a foreign filing entity a late filing fee if the entity has transacted business in this state for more than 90 days without registering under this chapter.  The secretary may condition the effectiveness of a registration after the 90-day period on the payment of the late filing fee.(b)  The amount of the late filing fee is an amount equal to the product of the amount of the registration fee for the foreign filing entity multiplied by the number of calendar years that the entity transacted business in this state without being registered. For purposes of computing the fee, a partial calendar year is counted as a full calendar year.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 46, eff. September 1, 2007.|
TX Bus Orgs § 9.055 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter B. Failure to Register|Section 9.055. Requirements of Other Law

Sec. 9.055.  REQUIREMENTS OF OTHER LAW.  This chapter does not excuse a foreign entity from complying with duties imposed under other law, including other chapters of this code, relating to filing or registration requirements.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 9.101 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 9 - Foreign Entities|Subchapter C. Revocation of Registration by Secretary of State|Section 9.101. Revocation of Registration by Secretary of State

Sec. 9.101.  REVOCATION OF REGISTRATION BY SECRETARY OF STATE.  (a)  If it appears to the secretary of state that, with respect to a foreign filing entity, a circumstance described by Subsection (b) exists, the secretary of state may notify the entity of the circumstance by mail or certified mail addressed to the foreign filing entity at the entity's registered office or principal place of business as shown on the records of the secretary of state.(b)  The secretary of state may revoke a foreign filing entity's registration if the secretary of state finds that:(1)  the entity has failed to, and, before the 91st day after the date notice was mailed, has not corrected the entity's failure to:(A)  file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable;(B)  maintain a registered agent or registered office in this state as required by law; or(C)  amend its registration when required by law; or(2)  the entity has failed to, and, before the 16th day after the date notice was mailed, has not corrected the entity's failure to pay a fee required in connection with the application for registration, or payment of the fee was dishonored when presented by the state for payment.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 47, eff. September 1, 2007.|