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TX SB1056

Bill

Status

Introduced

2/3/2025

Primary Sponsor

Tan Parker

Click for details

Origin

Senate

89th Legislature Regular Session

AI Summary

  • Establishes a legal presumption that directors and officers of qualifying Texas corporations act in good faith, on an informed basis, and in the corporation's interests

  • Applies to Texas-formed corporations with equity securities registered under federal law and listed on a national securities exchange, that either have their principal office in Texas or are listed on a state-approved Texas-based stock exchange

  • Shields directors and officers from personal liability for damages unless they violated duties of good faith, loyalty, or due care AND engaged in intentional misconduct, fraud, or knowing violation of law

  • Requires parties alleging intentional misconduct, fraud, or knowing legal violations to state the circumstances with particularity in their pleadings

  • Allows corporations to opt out of these protections through provisions in their certificate of formation; takes effect September 1, 2025

Legislative Description

Relating to a presumption of good faith for directors and officers of certain domestic corporations.

Business & Commerce

Last Action

Referred to Business & Commerce

2/24/2025

Committee Referrals

Business & Commerce2/24/2025

Full Bill Text

No bill text available