S.B. No. 2411, introduced by Schwertner, amends the Business Organizations Code to enhance the governance and jurisdictional framework for business entities in Texas. The bill establishes concurrent jurisdiction for business courts alongside district courts, ensuring that references to district courts also apply to business courts. It clarifies that the laws and judicial decisions of other states cannot alter the plain meaning of the Texas Business Organizations Code, while allowing managerial officials to consider external laws without breaching their duties under Texas law. Key revisions include the ability to omit certain prior statements in restated certificates of formation without requiring shareholder approval and updates to filing fees and notice requirements for domestic entities.

Additionally, the bill introduces significant changes to corporate governance, including the replacement of "governing person" with "managerial official" to clarify leadership roles. It outlines conditions for ratifying defective corporate acts, specifies that certain disclosures do not constitute substantial benefits to the corporation, and allows for irrevocable subscriptions for membership interests in limited liability companies. The bill also enhances reporting requirements for cooperative associations and clarifies the applicability of certain sections to derivative proceedings. Overall, S.B. No. 2411 aims to streamline business operations and provide clearer guidelines for Texas business organizations.

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 21, Business Organizations Code 6, Business Organizations Code 10, Business Organizations Code 7, Business Organizations Code 101, Business Organizations Code 22, Business Organizations Code 252, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 153, Business Organizations Code 3, Subchapter C, Chapter , Business Organizations Code 22)
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 21, Business Organizations Code 6, Business Organizations Code 10, Business Organizations Code 7, Business Organizations Code 101, Business Organizations Code 22, Business Organizations Code 252, Business Organizations Code 251, Business Organizations Code 4, Business Organizations Code 153, Business Organizations Code 3, Subchapter C, Chapter , Business Organizations Code 22)