Don’t Miss These New Legal Shields—Act Before Your Rivals Do- Part 1

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Here’s the thing: the legal landscape for Texas businesses just shifted in a big way. The legislature passed a suite of bills (notably Senate Bill 29 and Senate Bill 2411) that radically update the Texas Business Organizations Code. These changes empower business owners—but only if you take action. Let’s break down what’s new and why it matters to you, especially if you’re running a business in Houston.

A stronger Legal shield for your decisions (the new Business Judgment Rule)

Under the old rules, managers were required to demonstrate that they made decisions in good faith. Now, the law flips the. Judges presume you’re acting in good faith, and challengers must prove you engaged in fraud or intentional. That’s a serious shift—it gives you room to make tough calls without fearing Monday-morning quarterbacking. This protection isn’t automatic; you have to elect it in your governing documents.

No more runaway juries

The new laws let businesses waive jury trials for internal disputes and select Texas courts as the exclusive forum for those. Why is this important? Complex corporate disputes can now be heard by judges who understand business. Waiving jury trials and choosing Texas courts makes the outcome more predictable and efficient, cutting down on uncertainty.

Flexibility in fiduciary duties (LLCs and LPs only)

If you run an LLC or limited partnership, you can now modify or even eliminate certain fiduciary duties—such as duties of loyalty or care—through your governing. This flexibility allows management to pursue opportunities or transactions that might have been off-limits before, provided disclosures are made. It’s a tool for sophisticated structuring that was previously unavailable in Texas.

Protecting your officers

Senate Bill 2411, effective September 1, 2025, extends exculpation protections to corporations. Directors have long enjoyed protection from monetary damages for breaches of the duty of care, and now officers can too, so long as there’s no fraud or bad. That’s a big deal for anyone managing day-to-day operations.

Keeping your communications private

The updated law clarifies that emails, texts, and social media messages are not “records” that shareholders can. This enhanced privacy prevents fishing expeditions during. Only communications that “effectuate company action” are discoverable, which means your informal internal conversations are safer from scrutiny.

Why acting now matters

These protections aren’t automatic. To benefit, you must amend your corporate bylaws, LLC agreements or partnership agreements to opt. Without those amendments, you remain exposed: managers are still personally liable for good‑faith decisions, and disputes could be dragged into unfamiliar. Although there’s no legal deadline, the window for maximum benefit is narrow; SB 29’s protections became available on May 14, 2025, and the officer exculpation rules kick in September. Every day you delay is a missed opportunity.

Who should opt in?

Any multi‑member entity—LLCs, corporations, professional corporations (PCs), professional limited liability companies (PLLCs) or limited partnerships—should consider these. Even single‑member companies planning future growth can implement these changes. If you’re bringing in new investors, thinking about a sale, or simply want a legal shield around your management, these new laws are designed for you.

What this really mean for Houston businesses

Texas is positioning itself as a business‑friendly alternative to. By codifying the business judgment rule, allowing jury trial waivers and restricting record, lawmakers want to make Texas the preferred state for incorporation. For Houston business owners, that’s both an opportunity and a responsibility. If you update your governing documents, you get cutting‑edge protections. If you ignore these reforms, you’re stuck with the old rules and avoidable risk.

How The Spencer Law Firm can help

Navigating these amendments isn’t a DIY project. You need precise language in your governing documents that references the correct sections of the Texas Business Organizations. Generic amendments won’t cut it. As a business law firm based in Houston, The Spencer Law Firm stays ahead of these legislative changes. We help you:

• Assess which protections apply to your entity.

• Draft and file amendments to your bylaws, LLC agreements or partnership agreements.

• Coordinate member or shareholder approvals as required.

• Provide ongoing counsel to ensure your governance documents evolve with the law.

Ready to protect your business?

Don’t wait until the September 1 deadline passes. Reach out to The Spencer Law Firm today to update your governance documents and secure the full suite of Texas’s new protections. With these changes, you can make bold decisions, attract investment, and grow with confidence so long as you take the right steps now.