New Texas Business Organizations Code Legislation for 2021

Jackson Walker

Jackson Walker

Several key bills amending the Texas Business Organizations Code (TBOC) and Texas Business & Commerce Code (TBCC) were passed in the 87th Texas Legislature, Regular Session (the “2021 Legislative Session”), which convened on January 12, 2021, and adjourned on May 31, 2021. This legislation is summarized below and became effective September 1, 2021, unless otherwise noted.

  • B. 1203, Business Organization Code Omnibus Amendment Package. This bill constituted substantive and technical amendments to the TBOC relating to domestic entities, corporations, partnerships, and limited liability companies. In particular, it contains enhancements to the operating capabilities of business entities during an emergency or disaster, advances entity management functions, and provides procedural modifications meant to help streamline operations. See Sponsor’s Statement of Intent, SB 1203.
  • B. 1523, LLC Registered Series. Effective June 1, 2022. This bill provides for the use of protected and registered series by limited liability companies. As of the 2021 Legislative Session, the TBOC now distinguishes between “registered series” and “protected series,” following the Delaware model. Adding the option of registering a series with the state permits a series to address the additional documentation that may be necessary in various kinds of transactions. At the same time, if a series does not need that kind of official state documentation and the original format works fine, the series may continue as a protected series. See Sponsor’s Statement of Intent, SB 1523.
  • B. 1280, Securities Act Corrections. Effective January 1, 2022. This bill includes technical amendments to the recodified Texas Securities Act (TSA), deleting cross-references that confusingly could be construed to link TSA provisions that impose no duties on private actors to TSA private civil remedy provisions.
  • B. 873, Business Purchase – Comptroller Tax Disclosure. This bill relates to disclosure by the comptroller to the purchaser of a business for the amount of tax due. In particular, the bill now indicates that the comptroller shall provide such information on an affidavit or in an “other form prescribed by the comptroller.”
  • B. 3131, Certificates of Formation – Address. This bill adds an additional requirement for the certificate of formation for a new entity: the initial mailing address of the filing entity must now be known and included.
  • B. 6, Pandemic Liability Shield. This bill addresses certain claims arising during a pandemic or disaster related to a pandemic.
  • B. 1578, Recovery of Attorney’s Fees in Civil Cases. This bill amended § 38.001 of the Texas Civil Practice and Remedies Code to allow the recovery of attorney’s fees in contract disputes to an expanded definition of business organizations—including limited liability companies, partnerships, and nearly every other business entity. This development is significant because, prior to this change, Texas courts would construe § 38.001 strictly to allow attorney’s fees recovery against only individuals or corporations.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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