Legislative Round-Up: Some Notable Changes from 2025 

What this is: Below is a summary of some of the notable business entity bills from various states that were passed into law or became effective in 2025 as well as several bills that take effect in 2026. 

What this means: Many notable business entity bills, from Alabama to West Virginia, covering a variety of topics, were passed into law in 2025, with several bills becoming effective in 2026. We have rounded them up for you. 

Alabama 

HB 200 and companion SB 197, technically revises certain Alabama profit and nonprofit business laws. It includes such changes as: codification of independent legal significance doctrine, electronic filing, and name reservation practices, providing a ratification process for documents that were not approved in certain transactions, providing for LLC and partnership agreements to allow for transfer of assets, and setting regulation provisions for registered agent resignation, change of agent, and other related procedures. Effective August 1, 2025.

California 

AB 771 For a record of mortgage that is effective as a financing statement filed as a fixture filing or as financing statement covering as-extracted collateral or timber to be cut, the bill removes the requirement that the debtor name matches the unexpired state-issued ID as long as a surname and personal first name (first and last name) is provided. Effective January 1, 2026.

Delaware

SB 291 changed the location of the registration of trade names for sole proprietorships, partnerships and associations from the Superior Court prothonotaries to the Division of Revenue. The Act also provided for electronic recordation of the filing of certificates. SB 291 was signed into law in 2024 and was scheduled to take effect on February 1, 2025. However, HB 40 changed the implementation date of SB 291 until June 2, 2025, and expanded upon the provisions listed in SB 291. It included separate and more detailed provisions for registration of trade names of corporations and limited liability companies, provided for special license requirements for certain Delaware business entities registering a trade name, and included a special annual license requirement for corporations and LLCs who want a Delaware trade name registration, but do not conduct business in Delaware. HB Bill No. 177 delayed the June 2025 changes until February 2, 2026. It provides that the Division of Revenue must conduct outreach to agencies and customers before February 2, 2026, to provide information about implementation of the trade name registration changes.

Business entity amendments: In keeping with its annual tradition of amending its business entity law annually, Delaware’s business entity amendments generally took effect on August 1, 2025. For details, see our 2-part article series, Delaware’s 2025 Business Entity Law Amendments Part 1 and Delaware’s 2025 Business Law Amendments Part 2.

Florida

HB 157 includes revisions to service of process provisions, e.g. setting additional hours for service of process on a registered agent, setting provisions for service on certain dissolved organizations and business organizations in receivership, and amending provisions related to substituted service of process on certain parties in care of the Secretary of State. This includes a service procedure for substituted service on nonresidents and for those entities whose whereabouts are concealed. (Note: The Florida Secretary of State in its Notice to Filers on the Florida website clarifies the substituted service provisions and their effect.) Generally effective on April 29, 2025.

Illinois

SB 1466 amends the Business Corporation Act; provides that the articles of incorporation of any corporation may limit or eliminate cumulative voting rights in all or specified circumstances or may limit or deny voting rights or may provide special voting rights as to any class or classes or series of shares of such corporation. The bill currently includes a date for limiting or eliminating voting rights provisions to those corporations who were incorporated after December 31, 1981. This date has been removed, thereby making it applicable to all. As amended, the bill also specifies that a corporation, whenever incorporated, may amend its articles of incorporation to limit or eliminate cumulative voting rights in all or specified circumstances, or may limit or deny voting rights or provide special voting rights. Effective January 1, 2026.

Kansas

HB Bill 2371 makes changes to the Kansas Revised Limited Liability Company Act which include: addition of a definition of “document” that sets detailed electronic transmission definition; changes operating agreement definition to include series LLCs; specifies types of signatures permitted by LLCs which include electronic signatures, changes LLC filing fee provisions, expands merger or consolidation provisions for series LLCs agreement; amends merger or consolidation provisions, permits changes to certificates of division for LLC filings, sets procedure for revocation of dissolution of an LLC or series LLC if specified in the operating agreement. This also amends Business Entity Transactions Act with regards to requirements for such documents as certificates of merger, domestication, or conversion. The Business Entity Standard Treatment Act is also amended with regards to required document filing with the Secretary of State, and registered agent provisions. Effective July 1, 2025.

Louisiana

As mentioned in an earlier roundup, HB 3, 2024 3^rd extraordinary session, repeals the corporate franchise tax and related applicability of incentives pertaining to the tax. Effective January 1, 2026, applicable to corporate franchise tax periods starting January 1, 2026.

Maryland

HB 1171 changes article of merger contents by removing certain provisions required if a limited partnership, LLC, or partnership was a party to the merger, thus keeping requirements in the articles uniform. This also sets process for transfers of assets that are secured collateral for mortgages, pledges, or security interests without shareholder approval, as well as setting exception to the transfer process. Effective October 1, 2025.

Minnesota 

HF 747 (SF 1431) makes significant revisions to definitions in the Business Corporations Act (which include the following: addition of trusts and estates in definition of beneficial ownership; adding definitions of defective corporate act, emergency, failure of authorization, overissue, putative shares, time of defective corporate act, validation effective time with respect to a defective corporate act, and valid shares). The statutory provision that the corporation’s business and affairs must be managed by, or under, the board’s direction is added to the list of statutory provisions that may be modified only in articles or in a shareholder control agreement. This provides for emergency powers including notices for directors, setting quorums, and notices to shareholders. It also establishes procedures for ratification of defective corporate acts, including director and shareholder approval, share status, content requirement for certificates of validation, court proceedings and remedies where applicable. The bill also sets provisions for bylaws that are effective only in an emergency unless the articles provide otherwise, and allows articles to set limitations on the board’s powers and duties with corresponding liability changes. This provides that the board may ratify certain documents to be filed with the Secretary of State.

Articles may limit an officer’s personal liability to the shareholders under certain circumstances. If a corporation or an officer of the corporation violates the right to inspect, a Minnesota court may, in an action brought by a shareholder, beneficial owner or a holder of a voting trust certificate of the corporation, specifically enforce the right to inspect section and award expenses, including attorney fees and disbursements. This adds another way a shareholder may dissent and obtain share value in the event an action diminishes or abolishes the board’s right to manage, or to direct the management of, the corporation’s business and affairs. It also includes option for plans of merger or exchange to provide for penalties in the event a party fails to perform its obligations under the plan. Effective August 1, 2025.

Nebraska

LB644 requires businesses and nonprofit organizations operating within Nebraska to attest that they are cognizant and in compliance with the Foreign Adversary and Terrorist Agent Registration Act. Attestation is to be included in the entity’s biennial or annual report where applicable. Operative October 1, 2025.

New Hampshire

HB 406-FN establishes a New Hampshire Business Registry for registered agents. Agents that are natural persons must be 18 years of age or older and New Hampshire residents.  If the agent is another registered business entity, the bill requires the entity to be in good standing with the Secretary of State. For purposes of the bill, good standing means the registered business entity is active on the Secretary of State’s records and compliant with its legal obligation to file annual reports/and or pay annual fees as applicable and maintain a registered agent and registered office. The bill also provides that no corporation, limited liability company, partnership, or other business entity required to maintain a registered office in New Hampshire shall designate the address of a commercial postal box provider, virtual office, mail forwarding service, or any other similar service as the permanent office address. 

This gives certain corporations the ability to restate articles of incorporation. The bill also authorizes the Secretary of State to take measures to prevent the fraudulent submissions of data to cancel filings found to be unauthorized or fraudulent from the New Hampshire business registry. An individual or business must submit sworn statements that their identity or business information has been used to form a business entity or that changes have been submitted to their business information without their knowledge or consent. Effective on January 1, 2026.

New York

SB 8059 (from 2024), as mentioned in an earlier roundup, made changes to the LLC Transparency Act including, but not limited to requiring beneficial ownership information disclosures, attestations of exemption and filing fees to be submitted electronically as prescribed by the Department of State. The beneficial ownership disclosure or attestation of exemption must be signed electronically, consistent with provisions of the state technology law. Establishes a confidentiality requirement subject to limited exceptions.
Generally effective January 1, 2026. This information is being closely monitored for Secretary of State Implementation.

SB 8432, (2025) (vetoed) amends the LLC Transparency Act to revise definitions of “beneficial owner”, “reporting company” and “exempt company” and authorize the New York Department of State to promulgate rules and regulations to further clarify the definitions instead of incorporating by reference the definitions from the federal Corporate Transparency Act (CTA) definitions which have been narrowed by FinCEN’s interim final rule in March 2025. At the time of this writing, the bill has passed both the House and the Senate. Governor Hochul vetoed SB 8432 on December 19, 2025.

For more information, please see our article New York’s LLC Transparency Act: What We Know So Far, by Pia Angelikis, Esq. 

North Carolina

HB 388 amends merger provisions between a parent unincorporated entity and a subsidiary corporation to require the parent entity to approve a written merger plan.

The bill also makes changes in certain articles of merger provisions. The requirement for listing the terms and conditions of the merger and the manner and basis of converting the interests in each business entity has been eliminated. A requirement is added that the articles of merger include a statement that the plan of merger has been approved by each merging business entity in the manner required by law. HB 388 permits a corporation’s articles of incorporation to limit or eliminate officer liability arising out of an action for damages for breach of duty as an officer, subject to certain exceptions. The bill provides that bylaws may contain provisions that become effective during an emergency, if the provisions are adopted in advance of the emergency, unless the articles of incorporation provide otherwise. 

Regarding forum selection, the articles of incorporation or bylaws may require a specific court location where internal corporate claims may be brought. No provision in the articles of incorporation or bylaws is permitted to prohibit bringing an internal corporate claim in the North Carolina courts or require the claims to be determined by arbitration. Effective October 1, 2025.

(Note: the provisions listed in this paragraph became effective on October 1, 2025. There are other provisions in the bill not listed here with different effective dates).

Tennessee 

SB 306 provides that certain domestic and foreign business entities may be administratively dissolved if they either file a document with the Secretary of State knowing that the documents contained materially false information or the entity is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the US Secretary of  Commerce under certain federal regulations (unless entities are involved in transactions approved by the committee on foreign transactions in the United States). Effective April 3, 2025.

HB 1341 authorizes a person to file a complaint with the Secretary of State if contending that the person’s name and address was included on a document filed with the Secretary of State under certain business laws without the person’s consent. The bill sets the complaint process, including notice of complaint, review, and remedies.  Effective July 1, 2025.

Texas

HB 40 provides for revisions to business court jurisdiction. Such revisions include providing that the business court has civil jurisdiction concurrent with district courts in certain actions in which the amount or controversy exceeds $5 million (was $10 million), excluding interest, statutory damages, exemplary damages, penalties, attorney’s fees, and court costs. The bill also provides that the business court has civil jurisdiction concurrent with district courts in an action to enforce an arbitration agreement, appoint an arbitrator, or review an arbitral award, or in other judicial actions authorized by an arbitral agreement under certain sections of the Civil Practice and Remedies Code or the Federal Arbitration Act. An applicable claim must be included in the controversy in arbitration. HB 40 also provides for the Texas Supreme Court to set rules for the prompt, efficient, and final determination of business court jurisdiction on the filing of an action in the business court.  Effective September 1, 2025.

SB 29 adds a section setting presumptions for directors and officers of corporations that either have a class of series or voting series listed on a national securities exchange or include in their governing documents a statement to be affirmatively electing to be governed by the new section. In taking or declining to take any action on any matters of a corporation’s business, a director is presumed to act in good faith; on an informed basis; in furtherance of the corporation’s interest; and in obedience to the law and the corporation’s governing documents. The bill provides for causes of action if a director’s or officer’s omission or act constituted a breach of duties, and the breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of the law. SB 29 also includes similar provisions for governing persons of certain other business entities. Effective May 14, 2025.

SB 2411 changes terminology in limitation of liability provisions in the Business Organization Code to refer to limitation of liability of managerial official (was “governing person”). Authorizes governing documents of domestic entities to require that one or more courts in Texas, which have jurisdiction, to serve as the exclusive forum of venue for any internal entity claims. The bill permits changes to such documents as certain restated certificates of formation for business entities which include domestic profit, nonprofit, and professional corporations, LLCs, real estate investment trusts. SB 2411 changes the method of filing documents with the Secretary of State by removing facsimile transmissions and replacing it with any other method approved by the Secretary of State. It permits the Secretary of State to set a filing fee for a registered series of a domestic LLC when no other fee has been set. The bill provides that a corporation cannot ratify, with retroactive effect, a defective corporate act resulting from the failure to file certain information with the filing officer. It includes permissive provisions for appointment of a representative in a plan or merger or exchange. Effective September 1, 2025.

SB 1057 relates to shareholder proposals of nationally listed corporations that have elected to be governed by the law under the corporations’ governing documents. The bill provides notice requirements to shareholders, by those nationally listed corporations, of a proposed amendment in proxy statements before the amendment’s adoption.  The proxy statement is to include information as to the process of possible shareholder proposals. SB 1057 also lists the required amount of voting shares, the duration of holding the shares, and a percentage amount of solicitation of the shares as requirements for shareholders or group of shareholders to submit the proposals to be approved at a shareholders’ meeting. Effective September 1, 2025.

West Virginia

SB 522 adds a requirement for the Secretary of State to notify a domestic LLC that one or more grounds exist for administrative dissolution. If the company does not correct each ground for dissolution or demonstrate to the Secretary of State’s reasonable satisfaction within sixty days after service of the notice is perfected, the Secretary of State will administratively dissolve the company. The process and effect of administrative dissolution are also included. Effective July 2, 2025.

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.