Texas Business Court
A specialized statewide trial court created in 2023 to hear complex commercial disputes involving corporate governance, fiduciary duties, derivative actions, securities law, and qualified transactions. Began accepting cases September 1, 2024. Appeals go exclusively to the Fifteenth Court of Appeals.
The Texas Business Court is a specialized statewide trial court created in 2023 to hear complex commercial disputes involving corporate governance, fiduciary duties, derivative actions, securities law, and qualified transactions. It began accepting cases on September 1, 2024. Appeals go exclusively to the Fifteenth Court of Appeals.
Structure
The Business Court is organized into 11 geographical divisions corresponding to Texas's Administrative Judicial Regions. Five divisions began operation on September 1, 2024 (Dallas, Austin, San Antonio, Fort Worth, Houston). Under HB 40 (eff. Sept. 1, 2025), the Texas Legislature authorized activation of the remaining six divisions. Each division is staffed by judges appointed by the governor.
Subject-matter jurisdiction
Tex. Gov't Code § 25A.004 grants concurrent jurisdiction with district courts over specified categories of cases. As amended by HB 40 effective September 1, 2025, the principal categories are actions exceeding $5 million involving derivative proceedings, corporate governance disputes, securities law claims, claims between an organization and its current or former owners or officers, breach of fiduciary duty by directors or officers, veil-piercing actions, claims arising under the TBOC, qualified transactions, intellectual property, and trade-secret matters. For publicly traded companies, no amount-in-controversy threshold applies.
The HB 40 threshold reduction
Before September 1, 2025, the principal jurisdictional thresholds were $10 million. HB 40 reduced these to $5 million, substantially expanding the court's reach.
Removal and transfer
A case filed in district court that falls within the Business Court's jurisdiction may be removed by any party within 30 days of discovering jurisdictional facts, by agreement, or at the originating court's request. Tex. Gov't Code § 25A.006.
Procedure
The Business Court applies the Texas Rules of Civil Procedure with supplemental rules in Tex. R. Civ. P. 352–359. Right to jury trial is preserved (in contrast to Delaware's Chancery Court). Filing fees are $2,500 versus $350 in district court. Tex. R. Civ. P. 360 requires a written opinion on dispositive rulings upon any party's request, producing a developing body of published Business Court opinions.
Forum-selection clauses
Texas corporations may now mandate the Business Court as the exclusive venue for internal governance claims through certificate of formation or bylaw provisions. Tex. Bus. Orgs. Code § 2.115 (as amended by SB 29, eff. May 14, 2025).
The Business Court is the most consequential institutional development in Texas corporate practice in a generation. Combined with SB 29's codified business judgment rule and HB 40's expanded jurisdiction, it positions Texas as a serious forum-of-choice competitor to Delaware. Texas-based businesses with potential exposure above $5 million should expect increased Business Court litigation.
Practice guide: Texas Business Court Cases Tracker