AB239Introduced in the Assembly
Revises provisions relating to business entities. (BDR 7-669)
Introduced by Joe Dalia, District 29
What does this bill do?
Plain-English breakdown
Writing a plain-English summary of this bill… this can take a few seconds the first time.
Official description
AN ACT relating to business entities; revising provisions relating to notice or other communications by business entities; making a conforming change relating to fiduciary duties owed by directors and officers of a corporation; revising provisions governing voting relating to the approval of a reverse stock split of a corporation; removing certain provisions governing the issuance of shares of a corporation; making changes to certain approvals by a board of directors; clarifying provisions relating to voting agreements by stockholders; revising provisions governing the amendment of articles of incorporation after issuance of stock; revising certain terms relating to business entities; revising provisions relating to the last known address of members and managers of a limited-liability company and the dissolution of a limited-liability company; establishing a process by which a corporation may reorganize through the formation of a holding corporation; revising provisions relating to the approval of a plan of merger, conversion or exchange of a domestic corporation and the conversion of a domestic entity into a foreign entity; revising provisions governing the right of a stockholder to dissent from certain corporate actions; making various other changes relating to business entities; and providing other matters properly relating thereto.
Where it stands
Chapter 142. (Effective May 30, 2025)
May 30, 2025
How did lawmakers vote?
Assembly votes
1 recorded vote · each counted separately
Senate votes
1 recorded vote · each counted separately
SenateStage: Senate Final Passage · May 21, 2025
21
Yes
0
No
0
Absent or Not Voting
21 senators recorded in this Senate vote. Colors show vote categories only, not whether a vote was good or bad.
See how each senator voted
| Senator | District | Vote |
|---|---|---|
| Michelee Cruz-Crawford | 1 | Yes |
| Edgar Flores | 2 | Yes |
| Rochelle Nguyen | 3 | Yes |
| Dina Neal | 4 | Yes |
| Carrie Ann Buck | 5 | Yes |
| Nicole Cannizzaro | 6 | Yes |
| Roberta Lange | 7 | Yes |
| Marilyn Dondero Loop | 8 | Yes |
| Melanie Scheible | 9 | Yes |
| Fabian Donate | 10 | Yes |
Bill history
Read first time. Referred to Committee on Judiciary. To printer.
From printer. To committee.
From committee: Amend, and do pass as amended.
Placed on Second Reading File.
Read second time. Amended. (Amend. No. 289.)
Dispensed with reprinting.
Read third time. Passed, as amended. Title approved, as amended. (Yeas: 40, Nays: 2.)
To printer.
From printer. To engrossment. Engrossed. First reprint.
To Senate.
In Senate.
Read first time. Referred to Committee on Judiciary. To committee.
From committee: Do pass.
Read second time.
Taken from General File. Placed on General File for next legislative day.
Read third time. Passed. Title approved. (Yeas: 21, Nays: None.) To Assembly.
In Assembly. To enrollment.
Enrolled and delivered to Governor.
Approved by the Governor.
Chapter 142. (Effective May 30, 2025)
Verify the information
Our commitment to neutrality
We provide factual information only. We never tell you which politicians or bills to support, and we do not rank, score, or endorse anyone.