Tex. Bus. Orgs. Code § 2.116 · Subchapter B. POWERS OF DOMESTIC ENTITY
WAIVER OF TRIAL BY JURY.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) In this section, "internal entity claim" has the meaning assigned by Section 2.115.
(b) The governing documents of a domestic entity may contain a waiver of the right to a jury trial concerning any internal entity claim.
(c) In a lawsuit asserting an internal entity claim, a waiver of the right to a jury trial contained in the governing documents of a domestic entity is enforceable, regardless of whether the applicable governing document is signed by the members, owners, officers, or governing persons.
(d) A person asserting an internal entity claim is considered to have been informed of the waiver of the right to a jury trial contained in the governing documents and to have knowingly waived the right in the action if the person:
(1) voted for or affirmatively ratified the governing document containing the waiver; or
(2) acquired an equity security of the domestic entity or any predecessor to the entity at, or continued to hold an equity security of a domestic entity that has one or more classes of equity securities listed on a national securities exchange after, a time at which the waiver was included in the governing documents.
(e) Nothing in this section prevents an entity from showing that a person asserting an internal entity claim knowingly and informedly waived the right to a jury trial by any evidence satisfactory to the court having jurisdiction, including by the person's consent or acquiescence to the waiver contained in the governing documents.
Notes and commentary — not statutory text
History
Added by Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 4, eff. May 14, 2025.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.2.htm
- Text hash
- sha256 4c0b606f98f2c15de1a98b82165adf353a675b5a08bc48210af36048d38923ee
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
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Business Organizations Code
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