Tex. Codes » Business Organizations Code · TITLE 1. GENERAL PROVISIONS · CHAPTER 1. DEFINITIONS AND OTHER GENERAL PROVISIONS
Texas Codes

Tex. Bus. Orgs. Code § 1.104 (2026)

Law Applicable To Liability

✓ laws through the 89th Legislature (2025)
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Sec. 1.104. LAW APPLICABLE TO LIABILITY. The law of the jurisdiction that governs an entity as determined under Sections 1.101-1.103 applies to the liability of an owner, a member, or a managerial official of the entity in the capacity as an owner, a member, or a managerial official for an obligation, including a debt or other liability, of the entity for which the owner, member, or managerial official is not otherwise liable by contract or under provisions of law other than this code.

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

Notes of Decisions
Cited in 5 cases (2 in the last 5 years), 2010–2023 · leading case: Phillips v. Carlton Energy Grp., LLC, 475 S.W.3d 265 (Tex. 2015).
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Phillips v. Carlton Energy Grp., LLC, 475 S.W.3d 265 (Tex. 2015). “Based on those numbers, 100% of the project would be valued at $16,666,666.”
Phillips v. United Heritage Corp., 319 S.W.3d 156 (Tex. App.—Waco 2010). · cites it 2× “Tex. Bus. ORGS.Code Ann. § 1.104 (Vernon Pamp.”
Brown Lab Investments, LLC v. Lane Moesser, No. 01-21-00668-CV (Tex. App.—Houston [1st Dist.] Dec. 14, 2023). “See TEX. BUS. ORGS. CODE § 1.104 (“The law of the jurisdiction that governs an entity as determined under Sections 1.”
Greathouse v. Capital Plus Fin., LLC, 690 F. Supp. 3d 610 (N.D. Tex. 2023). “Federal district courts sitting in diversity must “apply the conflict of laws rule of the state in which it sits to determine which state’s substantive law should be applied.” Because the forum state is Texas, the Court applies Texas’ conflict of laws to its alter ego analysis.”
Bradford A. Phillips v. United Heritage Corp., No. 10-08-00161-CV (Tex. App.—Waco May 26, 2010). “TEX. BUS. ORGS. CODE ANN. § 1.104 (Vernon Pamp.”
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