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Click here for the full text of this decision FACTS: The plaintiff-appellant, Teal Energy USA Inc. (“Teal USA”), appeals from an order dismissing for lack of subject matter jurisdiction its suit against the defendant-appellee GT Inc. (“GT”). HOLDING: Affirmed. Although Teal USA correctly observes that in Village Fair Shopping Center v. Sam Broadhead Trust, 588 F.2d 431 (5 thCir. 1979), the court did not know with certainty whether the corporation was licensed to do business in the state in which it claimed to have its principal place of business (New York), that fact is immaterial. As Village Fair makes clear, however, whether a corporation is licensed to conduct business in a particular state, far from being dispositive, is but one of several factors that must be considered in determining a corporation’s principal place of business. What constitutes citizenship for diversity purposes is a matter of federal law, and as such, cannot be made to depend on the particular nuances of the various state business codes. A contrary rule would not only run afoul of 28 U.S.C. �1332′s statutory mandate-which states that a corporation shall be deemed a citizen of the state of its principal place of business without regards to whether it is authorized to do business in that state-but would elevate form over substance, allowing a corporation either to create or thwart diversity jurisdiction by the single expedient of not complying with state business regulations. Such a result cannot be justified. Accordingly, the court holds that a corporation’s failure to comply with the state law requirements for conducting business in that particular state will not preclude a finding that the corporation has its principal place of business in that state for purposes of diversity jurisdiction; such failure is but one of many factors for that calculus. GT’s failure to obtain a certificate of authority prior to the institution of Teal USA’s federal lawsuit does not implicate Article 8.18′s limitation on the remedies available to unlicensed foreign corporations transacting intrastate business in Texas because: As the district court aptly noted, GT is the defending party. As Texas Corporations and Associations Code Article 8.18 explicitly provides that the failure to obtain a certificate of authority will not prevent an unlicensed corporation from “defending any action, suit or proceeding in any court of this State,” the district court was correct in ruling that the statute was not determinative of federal jurisdiction. OPINION: Wiener, J.; Garwood, Wiener and DeMoss, JJ.

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