Texas Business Law Just Got a Major Upgrade: What SB 29 Means for You
Texas has raised the bar for business governance. On May 27, Governor Greg Abbott signed Senate Bill 29 (SB 29) into law, effective immediately. The legislation modernizes the Texas Business Organizations Code, giving companies greater control, clarity, and predictability.
Rosenblatt Law Firm sees this as a strategic win for Texas-based businesses—and a signal to out-of-state companies reconsidering their corporate domicile.
Why SB 29 Matters
Prior to SB 29, Texas entities often faced ambiguity in governance, fiduciary duties, and internal operations. This uncertainty sent many companies to Delaware. SB 29 addresses that head-on by reinforcing contractual freedom and offering clear legal standards.
“SB 29 makes Texas more competitive with Delaware, not just in structure but in predictability,” said Mary Lisa Mireles, RLF transactional attorney. “Business owners can now manage governance with stronger confidence in enforceability.”
Key Business Advantages Under SB 29
Contractual Freedom Texas entities can now define internal affairs more precisely within governing documents. The statute respects these contracts unless public policy says otherwise.
Defined Fiduciary Obligations SB 29 confirms that governing persons in LLCs can modify or eliminate fiduciary duties—within statutory limits. Investors and stakeholders gain clearer expectations.
Ratification of Defective Acts Entities now have a process for ratifying past actions that may not have followed proper procedure. That flexibility reduces litigation risk.
Predictable Judicial Enforcement Courts are guided to uphold governance documents as written. That mirrors Delaware’s predictability, without leaving Texas.
Who Should Take Action
- Business owners with outdated formation documents
- Entrepreneurs launching new Texas entities
- Investors seeking clear protection under Texas law
- Corporate boards needing tailored governance structures
Next Steps
Review current formation documents and internal governance. SB 29 creates opportunities to tighten protections and reduce future conflict.
Rosenblatt Law Firm helps companies proactively align with new legislation. Experienced in entity formation, restructuring, and governance, the team ensures every move matches legal and business goals.
Schedule a free consultation with Rosenblatt Law Firm to assess entity readiness under SB 29.
