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

Tex. Bus. Orgs. Code § 1.105 (2026)

Internal Affairs

✓ current as of May 2026
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Sec. 1.105. INTERNAL AFFAIRS. For purposes of this code, the internal affairs of an entity include:

(1) the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; and

(2) matters relating to its membership or ownership interests.

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

Notes of Decisions
Cited in 6 cases, 2014–2020 · leading case: Neff v. Brady, 527 S.W.3d 511 (Tex. App. 2017).
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Neff v. Brady, 527 S.W.3d 511 (Tex. App. 2017). “Tex. Bus. Orgs. Code Ann. § 1.105 (Vernon 2012).”
Grynberg v. Grynberg, 535 S.W.3d 229 (Tex. App. 2017). “Tex. Bus.'Orgs. Code Ann. § 1.105 .- . Generally, before reaching the'Gulf Oil factors, the first step of the forum non conve-niens analysis is to consider whether an alternative forum exists that is available and adequate.”
in Re Platinum Energy Solutions, Inc., 420 S.W.3d 342 (Tex. App. 2014). “The internal affairs of an entity include (1) “the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members”; and (2) “matters relating to its membership interests.”
Robert Klinek v. LuxeYard, Inc. (Tex. App. 2019). “LuxeYard contends that Casey owed it fiduciary duties as a de facto officer or director, and because this is an argument that Casey owed LuxeYard fiduciary duties as a “governing person” or “officer” as those terms are used in the statute, Casey’s status as a de facto officer or…”
Robert Klinek v. LuxeYard, Inc. (Tex. App. 2020). “The Subscription Agreement’s choice-of- law provision is similarly inapplicable, for it states only, “This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas, 8 TEX.”
in Re Platinum Energy Solutions, Inc. (Tex. App. 2014). “‖ Tex. Bus. Orgs. Code Ann. § 1.105 (Vernon 2012).”
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