Does your case belong in the Texas Business Court?
The Texas Business Court hears a defined list of commercial and governance disputes above a five million dollar threshold, concurrently with the district courts. The threshold is the part most often reported wrong, the exclusions are longer than most people expect, and either side can move a qualifying case without the other’s consent. Here is the actual test.
The number almost everyone still gets wrong
The Texas Business Court is widely described as a ten million dollar court. It has not been one since September 1, 2025. House Bill 40 cut the threshold in Tex. Gov’t Code § 25A.004(d) from ten million to five million, and the threshold in § 25A.004(b) was five million from the day the court opened. It never was ten across the board.
The ten million figure is still in circulation, including on the Fifteenth Court of Appeals’ own page describing what it hears. If you were told two years ago that your dispute was too small for this court, that advice was given under a rule that no longer exists.
Two different five million dollar tests can apply to the same case, and satisfying one does not satisfy the other. A claim under § 25A.004(d)(1) requires a qualified transaction worth at least five million and an amount in controversy above five million. A five million dollar deal that produces a two million dollar dispute does not qualify.
The two lists
Jurisdiction is not a general grant over commercial disputes. It is two enumerated lists, and a claim that is not on one of them does not belong here no matter how large or how commercial it is.
Governance and internal affairs, over five million (§ 25A.004(b)). Derivative proceedings. Actions about the governance, governing documents or internal affairs of an organization. Securities and trade regulation claims against an organization, a controlling person, a managerial official, an underwriter or an auditor. Claims by an organization or an owner against an owner, controlling person or managerial official for acts in that capacity. Breach of a duty owed to the organization or its owners. Claims to hold owners or governing persons liable for an obligation of the organization. Anything arising under the Business Organizations Code. The amount in controversy excludes interest, statutory and exemplary damages, penalties, fees and costs, which matters more often than people expect.
Transactions and contracts, over five million (§ 25A.004(d)). Actions arising out of a qualified transaction. Actions on a business, commercial or investment contract in which the parties agreed the business court would have jurisdiction, insurance contracts excepted. Finance Code and Business and Commerce Code violations by an organization or its officers, with banks, credit unions and savings and loans carved out. And two categories House Bill 40 added in 2025: intellectual property ownership, use, licensing, lease, installation and performance, and trade secret claims under Chapter 134A of the Civil Practice and Remedies Code.
House Bill 40 also added concurrent jurisdiction over actions to enforce, compel, stay or review arbitration where the underlying claim would fall in either list, and the court has concurrent jurisdiction over injunctive relief and declaratory judgments tied to a qualifying dispute.
If a public company is a party, the threshold disappears
Under § 25A.004(c) there is no amount in controversy requirement at all for a governance-list claim if a party is a publicly traded company. The definition in § 25A.001(13) reaches further than most readers assume: it covers an entity whose voting equity is listed on a registered national exchange, and any entity majority owned or controlled by one. A small subsidiary of a listed parent brings the whole case inside the door.
What a qualified transaction actually is
A qualified transaction under § 25A.001(14) is a transaction, or a series of related transactions, in which a party pays, receives, lends, advances or borrows an aggregate of at least five million dollars. Loans from banks, credit unions and savings and loan institutions are excluded.
The phrase “or series of related transactions” arrived with House Bill 40 and does real work. A roll-up assembled from four separate closings, none of which clears five million alone, may now qualify where it previously would not.
Two Eighth Division rulings show where the test bites. In G-Force & Associates v. Bloecher, 2025 Tex. Bus. 18, the court held that construction project bids are not consummated agreements and so cannot obligate anyone to pay or receive anything; without a closed transaction there is no qualified transaction, and the case went back to district court. In Black Mountain SWD v. NGL Water Solutions Permian, 2025 Tex. Bus. 24, the court declined to count the value of a disputed right to receive royalties over the life of an agreement, measured the amount in controversy by what had accrued at filing, put it at no more than $4.5 million, and remanded. A long contract is not automatically a large case.
The definitions in chapter 25A reach foreign as well as domestic entities: an Alberta company doing a corridor energy deal in Texas is a qualified-transaction party on the same terms as a Texas one. For the fuller cross-border picture, including the personal-jurisdiction question the qualified-transaction test does not answer, see The Alberta–Texas Energy Corridor.
What the court will not hear
The exclusions in § 25A.004(g) are absolute: any action involving a governmental entity, foreclosure or enforcement of a lien on real or personal property, claims under Subchapter E of Chapter 15 or under the Deceptive Trade Practices Act, the Estates Code, the Family Code, the Insurance Code, mechanic’s and materialman’s liens under Chapter 53 and Title 9 of the Property Code, farm products claims, and duties under an insurance policy.
A second list in § 25A.004(h) is excluded even from the court’s supplemental jurisdiction, meaning it cannot be brought along as a related claim: medical liability under Chapter 74, bodily injury and death damages, legal malpractice, and consumer transactions. House Bill 40 moved consumer transactions into this harder list.
Under § 25A.004(f) the court can hear a related non-qualifying claim only if every party agrees and the judge permits it. A single objecting party can keep that claim in district court and run it in parallel. The 2025 House version would have loosened this; the conference version put it back.
Getting there, and the clock
The business court never has exclusive jurisdiction. Every grant is concurrent with the district courts, so a qualifying case filed in district court stays there unless somebody moves it.
Removal under § 25A.006(d) works differently from federal practice in a way that catches litigators out. Any single party may remove. No co-defendant consent is required. The deadline in § 25A.006(f) runs thirty days from the later of service on the removing party or the date that party discovered, or reasonably should have discovered, the facts establishing jurisdiction. Where a temporary injunction application is pending, the clock runs thirty days from its grant or denial. Where all parties agree, an agreed notice may be filed at any time.
Removing does not waive a venue objection and is not a general appearance for personal jurisdiction purposes. Removing without a basis is sanctionable under CPRC § 10.001.
The words “reasonably should have discovered” do more work than they look like they do. In DrinkPAK v. PRIII/Crow Building C, 2026 Tex. Bus. 27, the court held a removal untimely where the defendants had notice of business court jurisdiction from service of the original petition and from pre-suit correspondence, and removed years later following a remand from federal court. And the decision is hard to undo: in ETC Field Services v. TEMA Oil and Gas, No. 15-24-00124-CV, the Fifteenth Court of Appeals dismissed an appeal from a business court remand order for want of jurisdiction, holding that no statute authorizes an interlocutory appeal of one and that it is not a final judgment. Removal is a decision you make once, on the facts you have.
Geography decides more than it should
Chapter 25A creates eleven divisions. Five are funded and sitting: the First in Dallas, the Third in Austin, the Fourth in San Antonio, the Eighth in Fort Worth and the Eleventh in Houston. The other six exist on paper and remain subject to appropriation. House Bill 40 repealed the sunset that would have abolished them in 2026, which keeps them alive but does not fund them.
That has a hard consequence under § 25A.006(e): a party to an action filed in a county that is not within an operating division cannot remove it to the business court, and neither can the judge. A dispute in Lubbock, El Paso or Beaumont that would qualify on every other measure has nowhere to go. Where the case is filed can matter as much as what it is about, which is worth knowing before a forum clause is drafted rather than after.
Which counties sit in which division, and who the judges are, is set out on the companion page: Texas Business Court judges and divisions.
The retroactivity almost nobody expects
House Bill 40 took effect on September 1, 2025. Its jurisdictional expansions did not.
Section 72 of the bill applies the changes to civil actions commenced on or after September 1, 2024, the date the court opened. The lower thresholds, the intellectual property and trade secret categories, the arbitration provisions: all of it reaches back a year. A case filed in October 2024 that failed the old ten million dollar test may qualify today without anything about the case having changed.
Older cases have a route too. New § 25A.021 allows an action commenced before September 1, 2024 to be transferred on agreed motion. In Lone Star NGL Product Services LLC v. EagleClaw Midstream Ventures LLC, No. 15-25-00003-CV, the Fifteenth Court of Appeals held in October 2025 that the commencement date is not a jurisdictional bar where the parties agree to move an older case, and sent it back for the business court to consider permission. That reversed the line of business court decisions treating the date as absolute.
The section expires on September 1, 2035.
Where appeals go
Under § 25A.007(a) the Fifteenth Court of Appeals has exclusive jurisdiction over appeals from the business court and original proceedings related to it, except where the Supreme Court of Texas has concurrent or exclusive jurisdiction. The fallback provision that would have routed appeals to the regional courts was repealed by House Bill 40 and never operated.
All twenty-eight of that court’s business decisions are indexed here, each with what it holds: Fifteenth Court of Appeals business decisions. Eighteen of the twenty-eight are routine entries with no published holding, and the index says which.
Where to check the numbers
Nothing on this page needs to be taken on trust. The statute is at statutes.capitol.texas.gov and House Bill 40 is at capitol.texas.gov, including the Section 72 language that makes the 2025 expansions retroactive to September 1, 2024. Every opinion is published free at txcourts.gov/businesscourt/opinions, though that list omits the court’s 2024 opinions entirely.
For statewide numbers, how often the court decides on threshold grounds rather than merits, how each judge disposes of cases, how the corpus is growing, the resource is the Texas Business Court Codex from the SMU Corporate Governance Initiative, with its weekly companion The Hilltop Docket. Both are free, both are better than anything a law firm is going to build, and we point clients to them rather than reinventing them.
What we maintain instead is narrower and, for a North Texas company, more useful: the complete published record of the division that will actually hear the case. All twenty-four Eighth Division opinions, with holdings, are in the Eighth Division practice guide, the full sortable table of decisions across every division is in the Business Court case tracker, and each year I select the opinions that mattered most into the Texas Business Court Annual Review, with disclosed selection criteria rather than an unstated editorial pick.
Common questions
Is the Texas Business Court still a ten million dollar court?
No. The threshold in section 25A.004(d) dropped to five million on September 1, 2025, and the threshold in section 25A.004(b) was five million from the beginning. The ten million figure remains in a great deal of published material, including on the Fifteenth Court of Appeals’ own website.
Does my case have to go to the business court if it qualifies?
No. Jurisdiction is concurrent with the district courts in every category. A qualifying case filed in district court stays there unless a party removes it.
Can my opponent move the case without my agreement?
Yes. Under section 25A.006(d) any single party may remove, and no co-party consent is required. This is a meaningful difference from federal removal practice.
How long does the other side have to remove?
Thirty days from the later of service on that party or the date it discovered, or reasonably should have discovered, the facts establishing jurisdiction. A pending temporary injunction application resets the clock to thirty days after it is granted or denied. An agreed notice may be filed at any time.
My case was filed before the court existed. Is it stuck?
Not necessarily. Section 25A.021 allows an agreed transfer of an action commenced before September 1, 2024, and the Fifteenth Court of Appeals held in Lone Star NGL that the commencement date is not a jurisdictional bar where the parties agree. That route expires in 2035.
My company is in Lubbock. Can I use the business court?
Not at present. Six of the eleven divisions are unfunded, and section 25A.006(e) prevents removal or transfer from a county that is not within an operating division. The divisions still exist in statute, so this can change with an appropriation.
Whether a case belongs in this court is usually decided long before anyone files.
The words you'll hear
If this goes further, these are the terms that will come up, from us or from the other side. Each one links to a fuller explanation.
- Qualified Transaction
- A qualified transaction is the deal-size trigger that pulls a contract dispute into the Texas Business Court.
- Amount in Controversy
- The amount in controversy is the money genuinely at stake when the suit is filed, and it is the gatekeeper for the Texas Business Court.
- Supplemental Jurisdiction
- Supplemental jurisdiction lets the Texas Business Court hear a related claim it could not have taken on its own, but only if every party agrees and....
- Remand
- Remand sends a removed case back to the district court or county court at law where it started.
- Plea to the Jurisdiction
- A plea to the jurisdiction is the motion that asks a court to dismiss because it lacks power over the subject matter, decided before the merits....
- Interlocutory Appeal
- An appeal taken from an order that does not finally dispose of the case.
- Forum Selection Clause
- A forum selection clause fixes in advance where disputes will be litigated.