(a) A person designated or appointed as the registered agent of a represented entity is not liable solely because of the person’s designation or appointment as registered agent for the debts, liabilities, or obligations of the represented entity.
(b) A person who has been designated or appointed as a registered agent in a registered agent filing but has not consented to serve as the represented entity’s registered agent may not be held liable:
(1) under a judgment, decree, or order of a court, agency, or tribunal of any type, or in any other manner, in this or any other state, or on any other basis, for a debt, obligation, or liability of the represented entity, whether arising in contract, tort, or otherwise, solely because of the person’s designation or appointment as registered agent; or
(2) to the represented entity or to a person who reasonably relied on the unauthorized designation or appointment solely because of the person’s failure or refusal to perform the duties of a registered agent under § 5.206.

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Terms Used In Texas Business Organizations Code 5.208

  • Contract: A legal written agreement that becomes binding when signed.
  • Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.