S.B. No. 2411 amends the Texas Business Organizations Code to enhance clarity and streamline the governance of business entities. Key provisions include the establishment of business courts' jurisdiction, emphasizing that references to district courts apply to these courts when they have the necessary jurisdiction. The bill also clarifies that external laws cannot override the Texas Business Organizations Code, while allowing managerial officials to consider them without breaching their duties. Additionally, it modifies the formation and governance processes for various business entities, allowing for the omission of certain prior statements in restated certificates of formation without requiring shareholder approval, and updating the notice process for actions taken by entities.

The bill further addresses corporate governance by replacing "governing person" with "managerial official" and limiting liability for these officials, except in cases of breaches of duty or intentional misconduct. It introduces provisions for the appointment of representatives in mergers and exchanges, clarifies the treatment of disclosure documents, and allows corporations to amend their certificates of formation under specific conditions without shareholder approval. The bill also includes provisions for ratifying defective corporate acts, specifying that such acts are not void if validated by a court, and establishes exclusive jurisdiction for district courts over related actions. Overall, these amendments aim to modernize the legal framework governing business organizations in Texas, enhancing operational efficiency and legal clarity.

Statutes affected:
Introduced: Business Organizations Code 2.115, Business Organizations Code 3.007, Business Organizations Code 3.015, Business Organizations Code 3.060, Business Organizations Code 3.061, Business Organizations Code 3.0611, Business Organizations Code 3.062, Business Organizations Code 4.152, Business Organizations Code 4.153, Business Organizations Code 4.162, Business Organizations Code 4.151, Business Organizations Code 6.202, Business Organizations Code 7.001, Business Organizations Code 10.002, Business Organizations Code 10.004, Business Organizations Code 10.006, Business Organizations Code 10.052, Business Organizations Code 10.053, Business Organizations Code 10.104, Business Organizations Code 21.053, Business Organizations Code 21.160, Business Organizations Code 21.168, Business Organizations Code 21.218, Business Organizations Code 21.402, Business Organizations Code 21.404, Business Organizations Code 21.416, Business Organizations Code 21.551, Business Organizations Code 21.554, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 21.563, Business Organizations Code 21.901, Business Organizations Code 21.902, Business Organizations Code 21.908, Business Organizations Code 21.909, Business Organizations Code 21.910, Business Organizations Code 21.913, Business Organizations Code 21.915, Business Organizations Code 21.917, Business Organizations Code 21.911, Business Organizations Code 22.218, Business Organizations Code 22.231, Business Organizations Code 22.501, Business Organizations Code 22.502, Business Organizations Code 22.508, Business Organizations Code 22.509, Business Organizations Code 22.513, Business Organizations Code 22.515, Subchapter C, Chapter , Business Organizations Code 22.510, Business Organizations Code 101.109, Business Organizations Code 101.463, Business Organizations Code 153.413, Business Organizations Code 251.352, Business Organizations Code 252.017, Business Organizations Code 153.502 (Business Organizations Code 2, Business Organizations Code 6, Business Organizations Code 22, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 10, Business Organizations Code 21, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 153, Business Organizations Code 252, Business Organizations Code 3, Business Organizations Code 7)
Senate Committee Report: Business Organizations Code 2.115, Business Organizations Code 3.007, Business Organizations Code 3.015, Business Organizations Code 3.060, Business Organizations Code 3.061, Business Organizations Code 3.0611, Business Organizations Code 3.062, Business Organizations Code 4.152, Business Organizations Code 4.153, Business Organizations Code 4.162, Business Organizations Code 4.151, Business Organizations Code 6.202, Business Organizations Code 7.001, Business Organizations Code 10.002, Business Organizations Code 10.004, Business Organizations Code 10.006, Business Organizations Code 10.052, Business Organizations Code 10.053, Business Organizations Code 10.104, Business Organizations Code 21.053, Business Organizations Code 21.160, Business Organizations Code 21.168, Business Organizations Code 21.402, Business Organizations Code 21.404, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 21.563, Business Organizations Code 21.901, Business Organizations Code 21.902, Business Organizations Code 21.908, Business Organizations Code 21.909, Business Organizations Code 21.910, Business Organizations Code 21.913, Business Organizations Code 21.915, Business Organizations Code 21.917, Business Organizations Code 21.911, Business Organizations Code 22.218, Business Organizations Code 22.231, Business Organizations Code 22.501, Business Organizations Code 22.502, Business Organizations Code 22.357, Business Organizations Code 22.509, Business Organizations Code 22.513, Business Organizations Code 22.515, Subchapter C, Chapter , Business Organizations Code 22.510, Business Organizations Code 101.109, Business Organizations Code 101.463, Business Organizations Code 153.413, Business Organizations Code 251.352, Business Organizations Code 252.017, Business Organizations Code 153.502 (Business Organizations Code 2, Business Organizations Code 6, Business Organizations Code 22, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 10, Business Organizations Code 21, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 153, Business Organizations Code 252, Business Organizations Code 3, Business Organizations Code 7)
Engrossed: Business Organizations Code 2.115, Business Organizations Code 3.007, Business Organizations Code 3.015, Business Organizations Code 3.060, Business Organizations Code 3.061, Business Organizations Code 3.0611, Business Organizations Code 3.062, Business Organizations Code 4.001, Business Organizations Code 4.152, Business Organizations Code 4.153, Business Organizations Code 4.162, Business Organizations Code 4.151, Business Organizations Code 6.202, Business Organizations Code 7.001, Business Organizations Code 10.002, Business Organizations Code 10.004, Business Organizations Code 10.006, Business Organizations Code 10.052, Business Organizations Code 10.053, Business Organizations Code 10.104, Business Organizations Code 21.053, Business Organizations Code 21.160, Business Organizations Code 21.168, Business Organizations Code 21.402, Business Organizations Code 21.404, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 21.563, Business Organizations Code 21.901, Business Organizations Code 21.902, Business Organizations Code 21.908, Business Organizations Code 21.909, Business Organizations Code 21.910, Business Organizations Code 21.913, Business Organizations Code 21.915, Business Organizations Code 21.917, Business Organizations Code 21.911, Business Organizations Code 22.218, Business Organizations Code 22.231, Business Organizations Code 22.501, Business Organizations Code 22.502, Business Organizations Code 22.357, Business Organizations Code 22.509, Business Organizations Code 22.513, Business Organizations Code 22.515, Subchapter C, Chapter , Business Organizations Code 22.510, Business Organizations Code 101.109, Business Organizations Code 101.463, Business Organizations Code 153.413, Business Organizations Code 251.352, Business Organizations Code 252.017, Business Organizations Code 153.502 (Business Organizations Code 2, Business Organizations Code 6, Business Organizations Code 22, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 10, Business Organizations Code 21, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 153, Business Organizations Code 252, Business Organizations Code 3, Business Organizations Code 7)
House Committee Report: Business Organizations Code 2.115, Business Organizations Code 3.007, Business Organizations Code 3.015, Business Organizations Code 3.060, Business Organizations Code 3.061, Business Organizations Code 3.0611, Business Organizations Code 3.062, Business Organizations Code 4.001, Business Organizations Code 4.152, Business Organizations Code 4.153, Business Organizations Code 4.162, Business Organizations Code 4.151, Business Organizations Code 6.202, Business Organizations Code 7.001, Business Organizations Code 10.002, Business Organizations Code 10.004, Business Organizations Code 10.006, Business Organizations Code 10.052, Business Organizations Code 10.053, Business Organizations Code 10.104, Business Organizations Code 21.053, Business Organizations Code 21.160, Business Organizations Code 21.168, Business Organizations Code 21.402, Business Organizations Code 21.404, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 21.563, Business Organizations Code 21.901, Business Organizations Code 21.902, Business Organizations Code 21.908, Business Organizations Code 21.909, Business Organizations Code 21.910, Business Organizations Code 21.913, Business Organizations Code 21.915, Business Organizations Code 21.917, Business Organizations Code 21.911, Business Organizations Code 22.218, Business Organizations Code 22.231, Business Organizations Code 22.501, Business Organizations Code 22.502, Business Organizations Code 22.357, Business Organizations Code 22.509, Business Organizations Code 22.513, Business Organizations Code 22.515, Subchapter C, Chapter , Business Organizations Code 22.510, Business Organizations Code 101.109, Business Organizations Code 101.463, Business Organizations Code 153.413, Business Organizations Code 251.352, Business Organizations Code 252.017, Business Organizations Code 153.502 (Business Organizations Code 2, Business Organizations Code 6, Business Organizations Code 22, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 10, Business Organizations Code 21, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 153, Business Organizations Code 252, Business Organizations Code 3, Business Organizations Code 7)
Enrolled: Business Organizations Code 2.115, Business Organizations Code 3.007, Business Organizations Code 3.015, Business Organizations Code 3.060, Business Organizations Code 3.061, Business Organizations Code 3.0611, Business Organizations Code 3.062, Business Organizations Code 4.001, Business Organizations Code 4.152, Business Organizations Code 4.153, Business Organizations Code 4.162, Business Organizations Code 4.151, Business Organizations Code 6.202, Business Organizations Code 7.001, Business Organizations Code 10.002, Business Organizations Code 10.004, Business Organizations Code 10.006, Business Organizations Code 10.052, Business Organizations Code 10.053, Business Organizations Code 10.104, Business Organizations Code 21.053, Business Organizations Code 21.160, Business Organizations Code 21.168, Business Organizations Code 21.402, Business Organizations Code 21.404, Business Organizations Code 21.561, Business Organizations Code 21.562, Business Organizations Code 21.563, Business Organizations Code 21.901, Business Organizations Code 21.902, Business Organizations Code 21.908, Business Organizations Code 21.909, Business Organizations Code 21.910, Business Organizations Code 21.913, Business Organizations Code 21.915, Business Organizations Code 21.917, Business Organizations Code 21.911, Business Organizations Code 22.218, Business Organizations Code 22.231, Business Organizations Code 22.501, Business Organizations Code 22.502, Business Organizations Code 22.357, Business Organizations Code 22.509, Business Organizations Code 22.513, Business Organizations Code 22.515, Subchapter C, Chapter , Business Organizations Code 22.510, Business Organizations Code 101.109, Business Organizations Code 101.463, Business Organizations Code 153.413, Business Organizations Code 251.352, Business Organizations Code 252.017, Business Organizations Code 153.502 (Business Organizations Code 2, Business Organizations Code 6, Business Organizations Code 22, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 10, Business Organizations Code 21, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 101, Business Organizations Code 153, Business Organizations Code 252, Business Organizations Code 3, Business Organizations Code 7)