Starting September 1, 2025, a new Texas law will change the rules for how and when shareholders can request access to company records.
If you’re a business owner, board member, or investor in a Texas corporation, these changes may impact your rights and responsibilities in a dispute.
As attorneys who handle complex business breakups (“business divorces”), we often see record requests and access become a flashpoint. One party wants transparency. The other is protective, or defensive, and that’s where the dispute begins.
Two Key Changes Business Owners Should Know:
1. No More Open Access to Emails, Texts, or Social Media Messages
Under the new law, shareholders can no longer demand access to electronic communications such as emails, text messages, or DMs, unless those messages are used to make or carry out an official action or decision of the corporation.
That means informal chats between executives, board members, or shareholders are off the table, unless they directly reflect corporate action. This helps protect private conversations that aren’t central to decision-making.
2. Companies Can Pause Record Requests During Lawsuits – If They Opt In
The law also allows public companies and private companies (that include the rule in their shareholder agreement or bylaws) to limit shareholder records requests while a lawsuit or derivative action is ongoing.
This gives companies a way to avoid abusive discovery tactics disguised as records requests during litigation. But the protection only applies if your corporate documents are drafted to include it.
What You Should Do Now
- Business owners: Review your shareholder agreement and bylaws. You may want to adopt the new opt-in protections.
- Shareholders: If you’re concerned about transparency, make your records requests early, and in writing, before litigation begins.
- Board members and executives: Know your boundaries. Personal communications may be protected, but company actions must still be properly documented.
We help clients navigate these issues at all stages, from early requests for information to litigation over shareholder rights. If you’re unsure how these changes apply to your situation, we’re here to help.