SB 2411 Texas Senate · 89th Legislature (2025)

Relating to business organizations.

Texas Senate Bill 2411 amends the Texas Business Organizations Code to clarify jurisdiction for business disputes and simplify filing requirements for certain business entities. It establishes that references to district courts in the code include business courts under Chapter 25A of the Government Code, allowing those specialized courts to handle relevant cases. The bill also clarifies that Texas law governing business formations and governance takes precedence over other states' laws, while permitting business leaders to consider other states' practices without breaching Texas law. Finally, it streamlines certificate of formation filings for corporations, professional associations, and LLCs by allowing omissions of outdated director information and clarifying that such updates don’t require shareholder or member approval.
Bill status signed all 5 stages cleared
Introduction
Mar 2025
Committee Review
May 2025
Senate Passage
May 2025
House Passage
May 2025
Signed into Law
May 2025
Introduced Mar 12, 2025 Signed May 27, 2025
Maddy AI version diff · 2 comparisons

What changed between versions

Engrossed Enrolled · 6 edits · May 27, 2025
MODERATE
This bill updates the Texas Business Organizations Code to modernize corporate filing requirements, clarify jurisdiction rules for business courts, and adjust filing fees. The changes include allowing restated certificates of formation to omit outdated information, clarifying that business courts have concurrent jurisdiction with district courts, and updating fee schedules for various corporate filings.
Scope change
The bill expands the scope of restated certificates of formation to allow omission of prior director information and updates fee structures for various corporate filings. It also clarifies jurisdiction rules for business courts.
REQUIREMENT

Restated certificates of formation for corporations and LLCs can now omit prior director information and update current director details without requiring shareholder or member approval.

Restated certificates for real estate investment trusts can update trust manager information without requiring shareholder approval.

New section clarifies that business courts have concurrent jurisdiction with district courts for cases covered by the Business Organizations Code.

New provision allows governing authorities to approve plans and agreements in substantially final form and ratify documents after initial approval but before filing.

Updated language in liability limitation sections to clarify that managerial officials can be held liable for breaches of duty of loyalty, bad faith acts, or intentional misconduct.

FISCAL

Filing fees for various corporate documents were updated, including certificate of formation fees for for-profit corporations ($300), nonprofit corporations ($25), and various amendment and registration fees.

Floor votes · House May 14, 2025

How they voted

This bill passed the Senate by voice vote (no roll call recorded).
Full legislative history

Actions timeline

Total actions
49
Key actions
16
Committee
10
Amendments
3
May 27, 2025
Signed into law
Signed by the Governor
executive
May 15, 2025
Lower · Passed
Signed in the House
lower
May 15, 2025
Upper · Passed
Signed in the Senate
upper
May 14, 2025
Upper · Passed
House passage reported
upper
May 14, 2025
Lower · Passed
Passed
lower
May 14, 2025
Lower · Passed
Committee report sent to Calendars
lower
May 13, 2025
Lower · Passed
Committee report distributed
lower
May 13, 2025
Lower · Passed
Reported favorably w/o amendment(s)
lower
Apr 17, 2025
Committee
Referred to Judiciary & Civil Jurisprudence
lower
Apr 17, 2025
Introduced
Read first time
lower
Apr 16, 2025
Introduced
Received from the Senate
lower
Apr 15, 2025
Upper · Passed
Passed
upper
Apr 15, 2025
Upper · Passed
Passed to engrossment as amended
upper
Apr 15, 2025
Upper · Passed
Amended
upper
Apr 15, 2025
Introduced
Amendment(s) offered
upper
Apr 9, 2025
Upper · Passed
Committee report printed and distributed
upper
Apr 9, 2025
Upper · Passed
Reported favorably as substituted
upper
Apr 8, 2025
Upper · Passed
Vote taken in committee
upper
Apr 1, 2025
Upper · Passed
Left pending in committee
upper
Apr 1, 2025
Upper · Passed
Testimony taken in committee
upper
Mar 25, 2025
Committee
Referred to Business & Commerce
upper
Mar 25, 2025
Introduced
Read first time
upper
2 primary · 0 co-sponsors

Sponsors