According to the Legislative Budget Board (LBB),  HB15 has fiscal implications that primarily stem from its provision enabling the curing of nonconforming business entity registration submissions while preserving their original filing dates. Implementing this process would require operational and technological updates by the Texas Secretary of State (SOS).

The bill is expected to have a negative impact of approximately $2.27 million on General Revenue-related funds over the 2026–2027 biennium, with ongoing costs of over $500,000 annually through 2030. This cost is driven by the need to hire five new full-time employees—four program specialists and one attorney—to review rejected filings and respond to an expected increase in public inquiries related to the new curing procedure. These personnel costs are estimated at nearly $390,000 annually, with an additional $123,000 for associated benefits and a one-time setup cost of roughly $40,000.

A significant portion of the projected cost—$1.2 million—relates to updates to the Secretary of State’s Business Entity Secured Transaction (BEST) system, which is currently undergoing modernization. The new curing process would require adjustments to the scope of this modernization effort, including new software functionality to evaluate and track curing eligibility. Despite these expenditures, the Office of Court Administration anticipates no significant fiscal impact to the court system, and there are no expected fiscal effects on local governments.

In summary, while the bill promotes procedural fairness and legal certainty for businesses, its implementation will require a moderate financial investment, particularly in personnel and IT infrastructure, with recurring costs projected into the foreseeable future.

HB 15 modifies key provisions of the Texas Business Organizations Code to reinforce Texas's authority over domestic business entities and strengthen the state's position as a hub for corporate governance. The bill clarifies the definition of a "national securities exchange" to include exchanges based in Texas that are approved by the Texas Securities Commissioner, broadening the scope of eligible exchanges under state law and encouraging the development of in-state financial markets.

The legislation introduces a new Section 1.056 that expressly establishes the primacy of Texas law in governing the formation, internal affairs, and governance of domestic entities. It provides that the plain meaning of the Texas Business Organizations Code cannot be overridden by the laws or judicial rulings of other states. However, it allows managerial officials to voluntarily consider laws or practices from other states without imposing a duty to do so, thereby enhancing legal clarity and reducing potential out-of-state influence on Texas business operations.

Additionally, the bill amends Section 2.115 to affirm that business governing documents may require internal legal disputes (referred to as "internal entity claims") to be resolved exclusively in Texas courts, provided such requirements comply with jurisdictional standards. Complementing this provision, the new Section 2.116 allows these documents to include a waiver of the right to a jury trial for internal claims, provided the waiver is knowing, voluntary, and legally valid. These changes give business owners more control over dispute resolution processes and contribute to a more predictable legal environment for entities formed in Texas.

The Committee Substitute represents a streamlined and more targeted version of the originally filed bill. While both versions share a core emphasis on reinforcing Texas’s authority over domestic business entities and clarifying jurisdictional governance, the originally filed version included an expansive slate of reforms to corporate law—particularly in the areas of director liability, shareholder rights, and derivative litigation procedures.

In contrast, the Committee Substitute omits numerous provisions that would have significantly reshaped the internal affairs doctrine and legal protections for corporate officers and directors. For example, the filed version established legal presumptions favoring directors and officers of public corporations, shielding them from liability unless shareholders could overcome heightened burdens of proof—such as demonstrating fraud or knowing violations of law. This section was entirely removed in the substitute version, possibly due to concerns about limiting shareholder oversight and litigation rights.

Additionally, the filed bill proposed raising the bar for shareholders to bring derivative suits by allowing corporations to set minimum ownership thresholds and empowering courts to pre-approve the independence of internal review committees. It also narrowed the scope of corporate records shareholders could inspect, excluding emails, texts, and social media communications unless tied directly to corporate action. None of these litigation-related provisions were retained in the Committee Substitute, suggesting a strategic retreat from potentially controversial reforms in favor of consensus-driven, jurisdictional clarifications.

Ultimately, the Committee Substitute focuses on a narrower but still meaningful objective: bolstering Texas’s legal autonomy in corporate governance. It allows Texas-based entities to assert exclusive forum provisions and enforce waivers of jury trials in their governing documents—steps that enhance predictability and local control without inviting the broader legal and political scrutiny that accompanied the original bill's more sweeping reforms. Texas Policy Research recommends that lawmakers vote YES on HB 15.

• The bill empowers individuals involved in business governance—such as shareholders, directors, and officers—to voluntarily enter into legal agreements that define how internal disputes are resolved. This includes the ability to designate Texas courts as the exclusive forum for such disputes and to waive jury trial rights if done knowingly and voluntarily. These provisions respect the freedom of association and the right of individuals to define their own legal relationships and processes.
• The bill reinforces accountability by making corporate actors responsible under Texas law, without defaulting to the potentially conflicting rules of other jurisdictions. Managerial officials retain discretion to consider other states' laws, but they are not required to do so. This balance encourages decision-makers to act based on clear, local expectations while respecting their autonomy in how they fulfill their fiduciary duties.
• The bill is designed to enhance Texas’s competitiveness in attracting new business formations and corporate relocations. By strengthening the state’s business legal framework—particularly as it prepares for the Texas Stock Exchange—the bill fosters a pro-enterprise environment that reduces legal uncertainty and regulatory complexity. This could increase investment, support innovation, and diversify capital markets in Texas.
• By allowing governing documents to dictate key legal procedures—such as internal claim venues and dispute mechanisms—the bill supports the right of business owners to control the use of their private business property. It reinforces contractual autonomy, letting stakeholders set terms that best reflect their values and goals within the bounds of the law.
• A central theme of the bill is preserving the sovereignty of Texas law over Texas-formed entities, rejecting the imposition of out-of-state legal standards. This reduces judicial activism and interstate overreach. Furthermore, by enabling internal corporate governance decisions to be made without constant court interference, it restrains the size and scope of government in business affairs.

• SB 29 (Same As)