Tex. Codes » Business Organizations Code · TITLE 1. GENERAL PROVISIONS · CHAPTER 1. DEFINITIONS AND OTHER GENERAL PROVISIONS
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Tex. Bus. Orgs. Code § 1.102 (2026)

Foreign Filing Entities

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Sec. 1.102. FOREIGN FILING ENTITIES. If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the law of the state or other jurisdiction in which that foreign governmental authority is located governs the formation and internal affairs of the entity.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 15 cases (4 in the last 5 years), 2006–2026 · leading case: Simulis, L.L.C. v. Gen. Elec. Capital Corp., 439 S.W.3d 571 (Tex. App.—Houston [14th Dist.] 2014).
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Simulis, L.L.C. v. Gen. Elec. Capital Corp., 439 S.W.3d 571 (Tex. App.—Houston [14th Dist.] 2014). · cites it 2× “See Tex. Bus. Org. Code Ann. § 1.102 (Vernon 2012).”
Armour Pipe Line Co. v. Sandel Energy, Inc., 546 S.W.3d 455 (Tex. App.—Houston [14th Dist.] 2018). “" Tex. Bus. Orgs. Code Ann § 1.002(18) (West, Westlaw through 2017 1st C.”
Jackson v. Nat'l Ass'n for the Advancement of Colored People, 546 F. App'x 438 (5th Cir. 2013). “See Tex. Bus. Orgs.Code Ann. § 1.102. 9 . See 28 U.”
Collins v. Sydow (In re NC12, Inc.), 478 B.R. 820 (Bankr. S.D. Tex. 2012). “Tex. Bus. Org. Code § 1.102 (“[T]he law of the state [in which an entity is formed] .”
In re Platinum Energy Solutions, Inc., 420 S.W.3d 342 (Tex. App.—Houston [14th Dist.] 2014). “Tex. Bus. Orgs.Code Ann. § 1.102 (Vernon 2012); see also Tex.”
Robert Klinek v. LuxeYard, Inc., No. 14-17-00899-CV (Tex. App.—Houston [14th Dist.] Oct. 29, 2019). “See TEX. BUS. ORGS. CODE ANN. § 1.102. The parties disagree about whether the existence of a fiduciary duty is among a corporation’s “internal affairs.”
Robert Klinek v. LuxeYard, Inc., 596 S.W.3d 437 (Tex. App.—Houston [14th Dist.] 2020). “The parties agree that that LuxeYard is a Delaware corporation, and that under Texas law, a corporation’s “internal affairs” are governed by the law of the state where it was incorporated.”
D&T Partners LLC v. Baymark Partners LP, No. 3:21-cv-01171 (N.D. Tex. June 1, 2022). “See Tex. Bus. Orgs. Code Ann. § 1.102 ; Anglo-Dutch Petroleum Int’l, Inc.”
360 Sec. Partners LLC v. Hammond, No. 3:21-cv-03004 (N.D. Tex. Aug. 8, 2022). “” Tex. Bus. Orgs. Code Ann. § 1.102 . Because 360 was formed in Delaware, Doc.”
Pinn v. Quintessa LLC, No. 3:24-cv-03090 (N.D. Tex. Aug. 1, 2025). “TEX. BUS. ORGS. CODE § 1.102 (providing that courts apply the law of the state where the entity is organized to any questions regarding a company’s internal affairs).”
Lutheran Church v. Christian, No. 25-50130 (5th Cir. June 4, 2026). “295, 297 (1933); see also Tex. Bus. Orgs. Code § 1.102 (“[T]he law of the state or other jurisdiction in which that foreign government authority is located governs the formation and internal affairs of that entity” organized under the foreign authority’s law).”
Cobb Restaurants, L.L.C. v. Texas Capital Bank, N.A., 201 S.W.3d 175 (Tex. App.—Dallas 2006). “See Tex Bus. Orgs. Code Ann. § 1.102; Keene Corp.”
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