NaturalShrimp Inc (SHMP)

[Calfire]

All I need to know is this is more smoke and mirrors and a whole bunch of nothing. NaturalShrimp Corporation (NSC) is already registered as a foreign entity in Texas, and it has been since 2005. NaturalShrimp Incorporated (NSI) owns one hundred percent of NSC, which was formed to operate a shrimp farm in the U.S. & Canada. It's obvious NSC is the entity that is actually conducting business operations in Texas.

Every corporation doing business in Texas must register with the state. Period. Every corporation.

That is not true. Section 9.251 of the Texas BOC lists 15 activities that do not constitute “transacting business.” Three of those are:
- Holding a meeting of the entity's managerial officials, owners, or members or carrying on another activity concerning the entity's internal affairs
- Maintaining a bank account
- Voting the interest of an entity the foreign entity has acquired

Texas Attorney General Opinion JM-7 (PDF) holds that the act of being a general partner of a Texas partnership constitutes transacting business in Texas.

How does this apply to NSI? NSI and NSC are not partners. NSI is the parent entity of the subsidiary entity NSC. This arrangement is often used as a liability shield against financial losses or lawsuits. It helps protect the owner’s assets but doesn’t necessarily mean that NSI is the entity of record that is operating a shrimp farm in Texas.

If somewhere down the line a legal opinion requires NSI to register in Texas...so what? They can fill out the paperwork and move on. NSC can still operate a shrimp farm in Texas now because it is currently a registered foreign agent.