Texas Enacts Business-Friendly Reforms in Bid to Dethrone Delaware's Corporate Dominance
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas's efforts to rival Delaware as a destination for incorporation. In particular, Texas passed three laws—Senate Bill 29, Senate Bill 2411, and Senate Bill 1057—that offer protections and benefits for businesses that are comparable to, and in certain respects exceed, those available under Delaware's General Corporation Law.
The statutes, building on 2023 legislation that established the Texas Business Court, contain reforms that modernize the Texas Business Organizations Code, introducing a range of substantive changes that affect governance, shareholder rights, corporate and individual liability, and management of internal corporate affairs, the most notable of which are summarized in this White Paper.
