The bill amends the Texas Business Organizations Code to enhance clarity and efficiency in corporate governance and business operations. It establishes that references to district courts also apply to business courts with the necessary jurisdiction, while emphasizing that the laws of other states cannot override the Texas Business Organizations Code. The bill introduces provisions for the formation and governance of various business entities, allowing for the omission of certain prior statements in restated certificates of formation without requiring shareholder approval. It also updates filing fees and specifies that accompanying documents are part of compliance notices. Additionally, the terminology is updated, replacing "governing person" with "managerial official," and clarifying the limitations of liability for these officials.

Further amendments address defective corporate acts, stating that such acts are not void solely due to a failure of authorization if ratified by a court. The bill clarifies the requirements for filing related instruments and establishes that putative shares issued under defective acts are valid once ratified. It introduces new definitions and procedures regarding corporate governance, including the ratification of defective acts, which must be filed within 120 days of validation. The bill also includes provisions for irrevocable subscriptions in limited partnerships and updates requirements for certificates related to limited partnerships. Overall, the bill aims to streamline business operations and clarify legal frameworks for Texas business entities, with an effective date set for September 1, 2025.

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 21, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 252, Business Organizations Code 22, Business Organizations Code 6, Business Organizations Code 7, Business Organizations Code 3, Business Organizations Code 153, Business Organizations Code 10, Business Organizations Code 251, Business Organizations Code 2, Business Organizations Code 101, Business Organizations Code 4)
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 21, Subchapter C, Chapter , Business Organizations Code 22, Business Organizations Code 252, Business Organizations Code 22, Business Organizations Code 6, Business Organizations Code 7, Business Organizations Code 3, Business Organizations Code 153, Business Organizations Code 10, Business Organizations Code 251, Business Organizations Code 2, Business Organizations Code 101, Business Organizations Code 4)