Diren Wickrema Singhe

As the Managing Attorney at Sul Lee Law Firm. Diren Singhe instills a philosophy based on client-centric legal representation rooted in legal ethics, simple pragmatism, and Abraham Lincoln’s observation that the law is fundamentally the best reasoning of the wisest, applied over the ages “to the transactions and business of mankind.”

Following an early life spent all over the world from Europe to South America, California, and New York, Diren started his career as an executive at an energy industry startup in Houston before moving onto international commercial and intellectual property ligation, construction and design professional liability, fiduciary litigation, and then private company law. Diren is routinely called upon as an advocate in “bet the company” litigation and as trusted counsel in novel ventures.

Having served a broad spectrum of local, national, and global clients for several years, Diren has for the past decade focused on the representation of entrepreneurs, mid-cap companies, professional practices, and expanding family businesses with a presence in the DFW area, providing advice and advocacy as these they go from little more than tentative ideas, to becoming critical providers of jobs, goods and services, to becoming leaders in their respective industries and the broader society.

Diren has been active with various local Chambers of Commerce, serving on the board of the Greater Dallas Asian American Chamber for several years, and has served on the Judicial Nominating Commission for the City of Dallas. In his spare time, Diren and his wife, a physician, are avid dog adoption advocates, sharing their home with several Basset Hounds and other rescues. Diren is also an avid road cyclist, and enjoys traveling to events throughout the country as well as overseas.

• Corporate Law
• Texas Litigation/Disputes
• Technology, Construction
• Transactional counsel
• Franchise Law

• Credit Cards Accepted

Texas

State Bar of Texas

ID Number: 24044135

Since 2004

Managing Attorney

Sul Lee Law Firm, PLLC

2021 - Current

Business litigation and corporate counsel proudly serving local professionals, entrepreneurs, and privately held entities, as well as established regional and international companies.

Managing Attorney

Vethan Law Firm. P.C.

2015 - 2021

Appointee, Judicial Nominating Commission

City of Dallas

2014 - 2019

Served on the City's board for nominating potential municipal judges candidates to Dallas City Council

Member

Milby, PLLC

2010 - 2015

Represent and Counsel Architects, Engineers, EPC's; Professional Liability defense; Business Litigation; Commercial Litigation; Advise and Counsel on MSA's, PSA's; Energy and Infrastructure Projects; Oil and Gas E&P and Midstream; Technology Transfer and Licensing; Commercial Real Estate

General Counsel

REAP Energy, LLC

2010 - 2010

Transaction and compliance work for Texas-based cleantech deep water exploration and production company.

Senior Associate

Fletcher Farley Shipman & Salinas, LLP

2006 - 2010

Full Service Civil Law Firm serving Texas and the Southwest. Insurance defense; products and construction litigation.

Associate

Vethan Waldrop, PLLC

2003 - 2005

Commercial and intellectual property litigation

University of California - Irvine

B.A. | Political Science – With Honors

Cornell Law School

Doctor of Jurisprudence/Juris Doctor (J.D.)

1997

Texas State Bar  # 24044135

Member

2004 - Current

Q. Must a Delaware private nonprofit foundation register in the states it wants to donate to nonprofits and individuals?

October 24, 2023

A: Thanks for your inquiry. Without getting into the issue of the appropriate entity type and state for your planned foundation, let’s just focus on the issue of whether you would need to register your planned Delaware entity as a foreign entity in Texas.

First, it is important to consider the importance of registration. We can review this by evaluating the consequences of failing to register if authorities later determine that should have done so. The penalties for failing to register include:

Inability to maintain an action, suit, or proceeding in a Texas court until you are registered;

Risk of injunction from transacting business in Texas;

Civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and

Late filing fees owed to the secretary of state by an entity registering more than 90 days after first transacting business in Texas.

Note that you can move the Secretary of State to limit the fee and penalty assessments you owe for past years if you can show that you eventually did make a still valid registration and have otherwise satisfied all tax and similar reporting and payment obligations for your entity. The Secretary of State site should have more guidance on fees, penalties, and ways to limit same if you need current specifics.

Second, let’s consider whether you need to register in the first place. That your entity is charitable does not factor as the Texas Business Organizations Code (“TBOC”) makes no distinction between for-profit and non-profits entities with respect to the foreign entity registration requirements. The proper inquiry is whether you are “transacting business” in Texas. Interestingly, the statutes do not actually define what constitutes transacting business. Instead, the TBOC and Attorney General Opinions offer some guidance on what does NOT constitute transacting business. For example, the Attorney General’s office has issued an opinion confirming the following, citing relevant TBOC provisions:

The Legislature has not affirmatively defined what it means to be transacting business in this state, but it has articulated a list of "activities that [standing alone] do not constitute transaction of business in this state." Id. § 9.251 (emphasis added). Among other activities, that list specifically includes:

(2) holding a meeting of the entity's managerial officials, owners, or members or carrying on another activity concerning the entity's internal affairs;

(4) maintaining an office or agency for:

(A) transferring, exchanging, or registering securities the entity issues; or

(B) appointing or maintaining a trustee or depositary related to the entity's securities;

(9) transacting business in interstate commerce;

(10) conducting an isolated transaction that:

(A) is completed within a period of 30 days; and

(B) is not in the course of a number of repeated, similar transactions;

Opinion No. GA-0726, citing TBOC§ 9.251

The Attorney General opinion goes on to note that the above list is non-exhaustive; there are plenty of other interactions with Texas and Texans that do not constitute transacting business in Texas.

The bottom line is whether your entity’s activities in Texas constitute “transacting business” is a fact-dependent inquiry. Your post mentions donating to entities in Texas, but it is not clear how isolated vs. systematic or ongoing these activities are, or whether there is more, e.g., location of headquarters, hiring of employees, etc. To properly determine if you need to register your foundation as a foreign entity in Texas, we recommend you consult with an attorney and be prepared to discuss different factual scenarios regarding your planned operations. Only a more detailed consultation such as this could provide you with the guidance needed to determine whether your plans need to include foreign entity registration in Texas or not. ... Read More