TX SB2411

Grants business courts established under Chapter 25A, Government Code concurrent jurisdiction with district courts over matters in the Business Organizations Code, without expanding business court authority beyond what that chapter already provides

Establishes that Texas Business Organizations Code cannot be supplanted or modified by laws or judicial decisions of other states, while allowing managerial officials to consider other states' laws without creating liability for failing to conform to them

Expands governing document authority to allow domestic entities to designate specific Texas courts as exclusive forum and venue for internal entity claims

Authorizes boards of directors to adopt certain certificate of formation amendments without shareholder approval, including stock splits/reverse splits to maintain exchange listing eligibility and removal of obsolete provisions

Streamlines merger and exchange plan procedures by allowing appointment of owner representatives with binding authority to enforce or settle rights, and clarifies that disclosure schedules are not part of the plan unless expressly stated

Modifies validation procedures for defective corporate acts, specifying which filing failures cannot be ratified retroactively (such as certificates of formation, termination, or merger) and simplifying certificate of validation requirements

Takes effect September 1, 2025