Enrolled Bill Summary
Legislative Session: 89(R)
Senate Bill 29 | Effective: 5-14-25 |
Senate Author: Hughes et al. | Senate Committee: State Affairs |
House Sponsor: Meyer et al. | House Committee: Judiciary & Civil Jurisprudence |
Senate Bill 29 amends the Business Organizations Code to revise statutory provisions relating to business activities of domestic entities, certain for-profit corporations, certain limited liability companies, and certain limited partnerships. Among other provisions, the bill does the following:
- expands the definition of "national securities exchange";
- provides for the managerial officials of a domestic entity to consider the laws and judicial decisions of other states and the practices observed by entities in other states;
- authorizes the governing documents of a domestic entity to require that one or more courts in Texas having jurisdiction must serve as the exclusive forum and venue for internal entity claims and to contain a waiver of the right to a jury trial;
- revises provisions relating to shareholder rights and restrictions regarding the examination of records, the amendment of a certificate of formation, the board of directors, and derivative proceedings of for-profit corporations and sets out provisions relating to a committee of independent and disinterested directors to review certain transactions and to presumptions concerning compliance by directors and officers with their duties regarding certain for-profit corporations;
- revises provisions relating to the company agreement, the payment of expenses incurred by a party in a derivative proceeding, and the right to examine records of limited liability companies and sets out provisions relating to presumptions concerning compliance by managerial officials with their duties regarding certain limited liability companies; and
- sets out provisions relating to the effect of partnership agreements, the payment of expenses incurred by a party in a derivative proceeding, and the right to examine records of limited partnerships, the application of certain provisions to a partnership traded on a national securities exchange, and presumptions concerning compliance by managerial officials with their duties regarding domestic limited partnerships.