2019 Texas Legislative Update on Amendments to Entity Laws

It has been highly anticipated that changes to Texas Business Entity Laws were to be adopted. In 2019, the Texas Legislature approved numerous amendments to the Texas Business Organization and the Texas Business and Commerce. The new pieces of legislation apply to: Limited Liability Companies, Partnerships, Non-profit Corporations and For-profit Corporations. This article provides a detailed explanation of all amendments that were established.

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Assumed Name Certificate Filing RequirementAssumed Name Certificate Requirement For Joint Ventures, General Partnerships, Real Estate Investment Trusts, Estates and Sole ProprietorsAuthority For Third-Party Transfer Agents To Maintain RecordsAuthorization To Use Blockchain Or Distributed Ledger TechnologyAuthorization To Use Distributed Electronic Networks Or Databases For Entity RecordsBusiness Organizations CodeDefinition of Electronic Data SystemDefinition of Electronic TransmissionDefinition of Share Transfer RecordsDefinition of ShareholderDerivative Proceedings DoctrineDirectors of Nonprofit Corporation DoctrineDual Filing Requirement (State and Local)Electronic Transmission of Consent By Owner, Member, Or Governing PersonHouse Bill 3603House Bill 3609LLC Amendments DoctrineNotice of Redemption By For-Profit Corporation DoctrinePartnership Amendments DoctrineRatification of Defective Corporate Acts By For-Profit CorporationsRatification of Defective Corporate Acts By Nonprofit CorporationsRatification of Void Or Voidable Acts of A Nonprofit CorporationReasonable Time Standard For Converting Electronic Records To PaperRequirement To Keep Records In Written Paper Form Or ConvertibleRequirement To Maintain Alphabetical List of Shareholders on A Reasonably Accessible Electronic Data SystemSenate Bill 1859Senate Bill 1969Senate Bill 1971Tboc Chapter 1Tboc Chapter 21Tex. Bus. & Com. Code Ann. § 71.103(A)Tex. Bus. & Com. Code Ann. § 71.103(B)Tex. Bus. & Com. Code Ann. § 71.103(C)Tex. Bus. & Com. Code Ann. § 71.104(B)Texas Business Organizations CodeTexas Business Organizations Code (Tboc)Texas Business and Commerce Code (Tbcc)Two-Step Offer-Merger Transaction DoctrineVoting Agreements Doctrine