Keeping track of the changes to business entity statutes is important for a company’s managers, owners, officers, investors, and advisers. However, it can be challenging to do so, considering how frequently laws are amended and the numerous judicial decisions interpreting those laws are issued each year.
To help all interested parties stay informed, CT has compiled some of the significant legislative and case law developments that we have tracked and reported for you in Legislative and Regulatory Updates on wolterskluwer.com during 2025.
Alabama
House Bill 200, effective August 1, 2025, amended the Alabama business entity laws concerning, among other topics, electronic filing, name reservation, approving and authorizing agreements, ratification, merger agreements, and purchases and transfers upon the death of owners.
Arkansas
Senate Bill 552, effective August 4, 2025, amended the business corporation and LLC laws regarding principal offices.
Senate Bill 319, effective August 4, 2025, amended the LLC law regarding charging orders.
Delaware
Senate Bill 21, effective March 25, 2025, amended the General Corporation Law regarding interested directors and officers, controlling stockholder transactions, and inspection of books and records.
Senate Bill 95, effective August 1, 2025, amended (i) the General Corporation Law regarding certificates of incorporation, nullification of filed instruments, bylaws, forum selection provisions, registered office, registered agents, fractions of shares, merger and consolidation, revocation and restoration, revival of certificates of incorporation, and reinstatement of foreign corporations; and (ii) amended the Corporation Franchise Tax law regarding Annual Franchise Tax Reports, Franchise Tax calculation, and refunds of Franchise Tax.
Senate Bill 96, effective August 1, 2025, amended the Revised Uniform Partnership Act regarding registered office and registered agent, nullification of filed certificates, ratification of partnership acts, merger or consolidation, statements of foreign LLP qualification, and annual tax of partnerships.
Senate Bill 97, effective August 1, 2025, amended the LP law regarding registered office and registered agent, ratification of partnership acts, service of process, domestic amendment, domestic cancellation, execution of certificates, merger and consolidation, nullification of filed certificates, classes and voting, foreign registration, foreign amendment, foreign cancellation, and the LP annual tax.
Senate Bill 98, effective August 1, 2025, amended the LLC law regarding registered office and registered agent, ratification of LLC acts, domestic cancellation, merger and consolidation, nullification of filed certificates, classes and voting, and the LLC annual tax.
Maffei v. Palkon, No. 125, 2024, decided February 4, 2025. The Delaware Supreme Court held that the decision by the directors and controlling stockholder of two Delaware corporations to convert from being Delaware corporations to being Nevada corporations had to be analyzed under the business judgment rule and that the Chancery Court erred in applying the stricter entire fairness standard.
Kansas
House Bill 2117, effective July 1, 2025, amended the business entity laws regarding, among other issues, business trust dissolution and withdrawal, foreign corporation filings, professional corporation and LLC transactions, resident agent resignation, and limited partnership fees.
House Bill 2371, effective July 1, 2025, amended the LLC law regarding, among other issues, electronic transmissions, subscriptions, definitions, ratification, indemnification, mergers, divisions, inspection of records, delegation of powers, fees, series, and public benefit LLCs.
Iowa
Kelchner v. CRST Expedited Inc., No. 25-0607, decided December 19, 2025. The Iowa Supreme Court, in answering a certified question from the U.S District Court, Northern District of Iowa, held that under Iowa law a foreign corporation does not consent to the personal jurisdiction of the Iowa courts by registering to do business in Iowa and appointing an agent for service of process in Iowa.
Maryland
House Bill 1171, effective October 1, 2025, amended the Corporations and Associations Title regarding the circumstances in which stockholder approval is not required for a transfer of assets that is collateral for securing a mortgage, pledge, or security interest.
Lacks v. Ultragenyx Pharmaceutical, Inc., Civ. No. DLB-23-2171, decided March 3, 2025. The U.S. District Court, District of Maryland, held that Sec. 5-204 of Maryland’s Courts and Judicial Proceedings Article, which provides that a foreign corporation doing business in Maryland without having registered or qualified to do business cannot benefit from a statute of limitations defense, does not violate the Commerce Clause of the U.S. Constitution.
Massachusetts
Baran v. Ford, 105 Mass. App. Ct., decided February 11, 2025. The Massachusetts Appeals Court affirmed the trial court’s judgment to void the revival of a nonprofit corporation and a subsequent merger. The defendant, who had no connection to the nonprofit, electronically filed a Certificate of Revival, filed an Annual Report naming five directors and himself as president, and a Certificate of Change of Directors removing the plaintiff as a director. The court found no error in finding that the defendant did not have authority to revive the nonprofit and that the Certificate of Revival contained a material misrepresentation.
Minnesota
Senate Bill 3045, effective July 1, 2025, provided that the Secretary of State may require a person to pay a late penalty of up to $40 when filing for renewal or reinstatement of a business entity, and effective January 1, 2026 created an administrative procedure in which a person may file a declaration of wrongful filing with the Secretary of State if the person believes a document filed was not authorized and filed with intent to modify business information on record or register a business with another person’s name, address or identity.
House Bill 747, effective August 1, 2025, amended the corporation law regarding definitions, emergency powers, ratification of defective acts, emergency bylaws, management by persons other than directors, board approval of documents, limitation of officer liability, court enforcement of inspection rights, and appointments of shareholder representatives in merger agreements.
Montana
House Bill 898, effective May 13, 2025, amended the LLC law to provide that the terms of an operating agreement must be interpreted according to Title 28, chapter 3 and to state that if there is an ambiguity in an operating agreement between construction in favor of maintaining the existence of an LLC or in favor the dissolution of an LLC, the operating agreement must be construed in favor of maintaining the existence of the LLC.
House Bill 530, effective October 1, 2025, provided that a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction and that a foreign entity may become a domestic entity of the same type of entity in Montana. The domestication must be authorized by the law of the foreign jurisdiction.
House Bill 463, effective October 1, 2025, amended the LLC law to authorize the conversion of a limited liability company to a corporation or a limited liability partnership.
Nevada
Assembly Bill 239, effective May 30, 2025, amended the Business Associations; Securities; Commodities title (i) regarding notices and other communications; (ii) regarding private corporations – articles of incorporation, stockholder voting power, controlling stockholder, director and officer fiduciary duties, corporate shares, director meetings, voting trusts, amendments to the articles of incorporation, combinations with interested stockholders and dissolution; (iii) regarding nonprofit corporations – dissolution; (iv) regarding LLCs – maintenance of records, dissolution and foreign registration; (v) regarding LPs (Ch. 87A) – general partner and limited partner withdrawal; (vi) regarding LPs (Ch. 88) – dissolution; and (vii) regarding mergers and conversions (Ch. 92A).
New Hampshire
House Bill 645 (Laws of 2024), effective July 1, 2025, amended the Corporations, Associations, and Proprietors of Common Lands title by authorizing the creation of decentralized autonomous organizations.
North Carolina
House Bill 388, effective October 1, 2025, amended the Business Corporation Act regarding exculpation of officer liability, emergency bylaws, emergency powers of the board, forum selection clauses for internal claims, fractional shares, share certificates, derivative proceedings, committee powers, and parent-subsidiary mergers.
Senate Bill 307, effective October 1, 2025, amended the LLC Act to provide that when an LLC member dies or is declared incompetent to manage his or her person or property, the person's estate or the person, through his or her designated agent or guardian, automatically becomes a special economic interest owner entitled to the economic interest attributable to the person's ownership interest, information rights, and standing to seek judicial dissolution.
North Carolina
PDII v. Sky Aircraft Maintenance, LLC, No. COA25-202, decided December 3, 2025. The North Carolina Court of Appeals held that a foreign corporation that registers to do business in North Carolina consents to general personal jurisdiction in North Carolina.
North Dakota
Senate Bill 2150, effective August 1, 2025, amended the law relating to corporate or LLC farming and ranching.
Oregon
House Bill 3588, effective May 27, 2025, amended the business entity laws regarding principal offices and commercial mail receiving agencies.
South Dakota
House Bill 1024, effective July 1, 2025, amended certain fees charged by the Secretary of State.
Tennessee
Senate Bill 306, effective April 3, 2025, amended the corporation, nonprofit corporation, LLC, and LP laws to add additional bases for administrative dissolution and revocation of authority.
House Bill 1341, effective July 1, 2025, allowed a person who contends that the person's name or address was included on a document filed with the secretary of state without the person's consent to file a complaint with the Secretary of State concerning the document.
Texas
Senate Bill 29, effective May 14, 2025, amended the Business Organizations Code regarding, among other issues, the forum for internal entity claims, waiver of jury trials, recordkeeping, amendments to a corporation’s certificate of formation, shareholder voting, determination of independent and disinterested directors, presumptions for directors and officers of certain corporations, derivative proceedings, presumptions for governing persons of certain LLCs, and presumptions for general partners and officers of certain LPs.
Senate Bill 1057, effective September 1, 2025, amended the Business Organizations Code relating to the submission and approval of a proposal by shareholders of nationally listed corporations, whereby the corporation may require a shareholder or group of shareholders to satisfy certain criteria in order to submit a proposal on a matter to the shareholders for approval at a meeting of shareholders.
Senate Bill 2411, effective September 1, 2025, amended the Business Organizations Code regarding, among other issues, references to the Texas Business Court, electronic notices and consents, liability of managerial officials, conversions, ratification of acts and transactions, subscriptions for interests in LLCs and LPs, amendments by the board of directors, approval of documents before filing, appointment of an owner representative by a party to a merger or interest exchange, shareholder demands to examine records, and the determination of whether board committees are independent and disinterested.
Senate Bill 2337, effective September 1, 2025, added a new chapter to the Business Organizations Code regarding proxy advisory services.
Vermont
House Bill 243, effective July 1, 2025, amended the entity laws regarding name reservation, registered agents, service of process, status certificates and administrative revocation; amends the trade name statute; amends the LLP law regarding annual reports; and amends the LP law regarding Certificates of Limited Partnership and foreign registration.
Washington
Senate Bill 5006, effective July 27, 2025, amended the business corporation law regarding share options, director committees, effect of merger or share exchange, shareholder dissenter rights, and dissolution, and the nonprofit corporation law regarding director committees.
West Virginia
Senate Bill 522, effective July 2, 2025, amended the LLC law regarding administrative dissolution.
Senate Bill 525, effective July 2, 2025, amended the nonprofit corporation law regarding administrative dissolution.
Wyoming
Senate File 56, effective February 28, 2025, amended the laws relating to corporations, partnerships, and associations to add as a ground for administrative dissolution, revocation and forfeiture, providing false or fraudulent information to the registered agent.
House Bill 69, effective July 1, 2025, amended the grounds for administrative dissolution, revocation, and forfeiture of corporations, LLCs, and foundations to include foreign adversary ownership or control.
Learn more
If you have any questions about these 2025 business entity law changes, please contact us for expert guidance and support.
