If the formation of an entity does not occur when a certificate of formation or similar instrument filed with the secretary of state or with a foreign governmental authority takes effect, the law governing the entity's formation and internal affairs is the law of the entity's jurisdiction of formation.
Tex. Bus. Orgs. Code § 1.103
ENTITIES NOT FORMED BY FILING INSTRUMENT
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff
Official source: Texas Constitution and Statutes. Reproduced from public-domain Texas statutes; confirm against the official source for the current text. Not legal advice.