Texas 2025 - 89th Regular

Texas House Bill HB4862

Filed
3/13/25  
Out of Senate Committee
 
Voted on by Senate
 
Governor Action
 
Bill Becomes Law
 

Caption

Relating to business organizations.

Impact

The proposed changes could streamline compliance processes for businesses operating in Texas. By clarifying the requirements for filing instruments and establishing new rules regarding the ratification of defective corporate acts, the bill aims to enhance operational efficiency. Additionally, limiting the liability of managerial officials in certain contexts is expected to foster a more conducive environment for business management and decision-making, facilitating growth and innovation within the sector.

Summary

House Bill 4862 addresses various aspects of business organizations in Texas with the intent of modernizing and clarifying regulations surrounding corporate governance and operations. The bill amends the Business Organizations Code to introduce provisions concerning the formation, internal affairs, and governance of domestic entities, including how courts will handle disputes regarding business operations. Notably, it establishes explicit references to business courts, ensuring that certain business-related claims can be adjudicated by these specialized forums.

Sentiment

The sentiment surrounding HB 4862 seems to be predominantly positive, particularly among business leaders and advocates for reduced regulatory burdens. Supporters argue that the bill will create a more business-friendly atmosphere in Texas, helping to attract new companies and retain existing ones. However, there are concerns raised by some legal experts about potential abuses related to the limited liability provisions and the implications for stakeholder rights in corporations.

Contention

Despite the overall support for the bill, some points of contention have emerged, especially regarding the extent of liability limitations for managerial officials. Critics voice concerns that the amendments may enable corporate misconduct by insulating officials from accountability. Furthermore, while the establishment of business courts may expedite resolution times, there are worries about their effectiveness and whether they will adequately address the complexities of business disputes.

Texas Constitutional Statutes Affected

Business Organizations Code

  • Chapter 1. Definitions And Other General Provisions
    • Section: New Section
    • Section: New Section
    • Section: New Section
  • Chapter 2. Purposes And Power Of Domestic Entity
    • Section: 115
    • Section: 115
  • Chapter 3. Formation And Governance
    • Section: New Section
    • Section: 015
    • Section: 060
    • Section: 061
    • Section: 062
    • Section: New Section
    • Section: 0611
    • Section: 062
    • Section: New Section
    • Section: 015
  • Chapter 101. Limited Liability Companies
    • Section: New Section
    • Section: New Section
  • Chapter 21. For-profit Corporations
    • Section: New Section
    • Section: 902
    • Section: 910
  • Chapter 22. Nonprofit Corporations
    • Section: 502
    • Section: 513
    • Section: 515
  • Chapter 4. Filings
    • Section: New Section
    • Section: 152
    • Section: 153
    • Section: 162
  • Chapter 6. Meetings And Voting For Domestic Entities
    • Section: New Section
    • Section: New Section
  • Chapter 7. Liability
    • Section: New Section
  • Chapter 153. Limited Partnerships
    • Section: New Section
  • Chapter 5. Names Of Entities; Registered Agents And Registered Offices
    • Section: New Section
  • Chapter 10. Mergers, Interest Exchanges, Conversions, And Sales Of Assets
    • Section: 053

Companion Bills

TX SB2411

Identical Relating to business organizations.

Similar Bills

TX SB2411

Relating to business organizations.

TX SB29

Relating to the formation, governance, and internal management of domestic entities.

TX HB15

Relating to the formation, governance, and internal management of domestic entities.

TX SB1442

Relating to business entities and associations.