Practice Area

Foreign Entity Qualification Dispute

Texas State Court · Texas SOS

Situation — How This Comes Up

I’m being told my out-of-state company can’t enforce its Texas contracts because it never registered here.

What You Need to Know First

A foreign entity transacting business in Texas without a certificate of authority cannot maintain a Texas lawsuit — but can still be sued. Retroactive registration cures the defect.

Full Analysis

Texas BOC Section 9.051 bars unregistered foreign entities from maintaining suit in Texas courts. However, retroactive qualification and payment of fees and penalties can cure the defect and restore the right to sue.

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The information on this page is for general informational purposes only. Nothing here constitutes legal advice for any individual case or situation. This information is not intended to create, and receipt or viewing does not constitute, an attorney–client relationship. © 2026 Silachi Law Firm, PLLC · Texas Bar No. 24118480