What’s New in Texas’s Business and Commerce Code

Introduction

The Texas Business and Commerce Code (often referred to as the commerce code) underwent significant revisions in 2025, introducing pivotal changes that businesses must understand and act upon. Notably, the code now explicitly includes marketing text messages under its definition of telephone solicitation, meaning that marketing text messages, previously governed only under voice channels, are now subject to regulatory scrutiny. In this article, you will learn about the most important changes and how they impact business practices in Texas.

These updates affect both in-state operations and businesses targeting Texas residents. Suppose you’re sending text messages or voice telephone calls as part of your business and commerce code-regulated marketing endeavors. In that case, you may now be required to register with the Texas Secretary of State, pay applicable fees, and post a corporate security bond or irrevocable letter of credit in compliance with the updated code’s registration requirement. The effective date for these amendments is September 1, 2025, making it imperative to stay informed and adapt promptly.

This article is for informational purposes only and should not be construed as legal advice. For specific compliance questions, consult a qualified legal professional.

Overview of the Texas Business and Commerce Code

The Texas Business and Commerce Code serves as the foundational legal framework for all business activities within the state. This comprehensive code outlines the rules and regulations that govern Texas business operations, from registration requirements to the handling of marketing messages and telephone solicitation. Whether you are a small business, a nonprofit, or one of the many publicly traded companies operating in Texas, the commerce code applies to your organization and sets the standards for lawful conduct.

The business and commerce code is designed to ensure fair practices, protect consumers, and create a level playing field for companies across the state. It covers a wide range of topics, including how businesses must register with the state, the proper way to communicate with customers, and the compliance obligations for sending marketing messages or making telephone calls. Staying compliant with these regulations is essential for avoiding penalties and maintaining good standing with the Texas Secretary of State.

Because the code is regularly updated to reflect new business realities and emerging technologies, it is crucial for businesses to stay informed about the latest changes. By understanding the scope and requirements of the Texas Business and Commerce Code, companies can better navigate the regulatory landscape and ensure their operations remain compliant with state law.

Business Organizations and Registration

Every business organization, from startups to nonprofits, must evaluate whether they fall under the new registration mandate. Those sending marketing messages, whether text messages, voice calls, or image and multimedia messages, to Texas consumers must now review their obligations under the updated Texas Business and Commerce Code. The location of the business is important, as businesses located in Texas or with collateral in Texas are subject to these requirements.

Key registration considerations:

• Filing a registration certificate with the Texas Secretary of State is required unless an exemption applies. Registering involves submitting the necessary forms, paying required fees, and following all state issuance procedures to obtain the certificate.
• A $200 registration fee must be paid, and the registration is valid for one year and must be renewed annually.
• Businesses must also post a $10,000 security deposit, typically structured as:

1. A bond executed by a corporate security,
2. An irrevocable letter of credit, or
3. Eligible certificates of deposit.

These requirements ensure businesses adhere to corporate security standards and help the state enforce compliance effectively. Businesses should review whether they qualify as exempt entities, such as certain publicly traded companies, nonprofits (including nonprofit businesses marketing), educational institutions, or businesses operated under the same name for at least two years, whose obligation to register may be limited. For food retail sellers, the majority of sales must occur at a physical location to qualify for the exemption.

Key Updates and Changes

The 2025 amendments position marketing text messages, including SMS, MMS, and multimedia communications, as telephone solicitations under SB 140 (modifying Chapters 302 and 304 of the code). These changes specifically affect transactions involving the sale of goods or services through marketing messages, as outlined in relevant sections of the Texas Business and Commerce Code, such as Section 302.107 and Section 304.002.

Important changes include:

• Expanded definition of telephone solicitation to encompass text, image, and multimedia messages, in addition to voice calls.
• Private right of action: Texas residents can directly sue businesses for violations under the Texas Deceptive Trade Practices Act (DTPA), including for repeated violations.
• Stacked liabilities: Businesses’ risk exposure under both federal TCPA and the new Texas mini-TCPA, with the possibility of dual recovery, plus potential treble damages under the DTPA.

Given these sweeping changes, businesses must reassess their marketing strategies, their compliance readiness, and the extent of potential litigation risk, especially considering the connection between marketing activities and legal obligations under the amended sections.

Additional Compliance Details

A critical requirement introduced by SB 140 mandates that any seller sending marketing text messages to Texas residents must register with the Texas Secretary of State by September 1, 2025, pay the $200 filing fee, and post a $10,000 security deposit (in the form of a bond, irrevocable letter of credit, or certificate of deposit). Only upon issuance of the registration certificate by the Secretary of State does the registration become valid and operational. Businesses should ensure they submit their application sufficiently in advance to avoid compliance gaps or enforcement risks.

Exemptions and Special Cases

Although the reach of SB 140 is broad, Texas provides several important exemptions:

• Certain publicly traded companies and their subsidiaries are not required to register.
• Financial institutions, educational institutions, and 501(c)(3) nonprofits may be exempt.
• Businesses marketing food retail sales, especially brick-and-mortar food retail sellers operating under the same name for two or more years, may be exempt.
• Companies messaging their current or former customers may also qualify for exemption, again, contingent upon operating under the same name for the last two years.

While these exemptions offer relief, businesses must maintain thorough documentation proving eligibility and consult legal counsel when in doubt.

How Texas Differs from Mini-TCPA Laws (Florida & Oklahoma)

Texas’s SB 140 law departs significantly from other “mini-TCPA” statutes like those in Florida and Oklahoma. While those states impose registration and consent requirements for telemarketing calls, Texas expands the scope by:

• Including text, image, and multimedia messages within the definition of telephone solicitation;
• Granting Texas consumers a private right of action for violations, including repetitive outreach under the DTPA;
• Allowing stacked liability across federal TCPA and state law claims, potentially resulting in triple damages in extreme cases;
• Requiring mandatory registration, filing fees, and security deposits, whereas Florida and Oklahoma may neither require such onboarding nor impose comparable financial guarantees.
  These differences underscore that Texas’s regulatory approach is not only more comprehensive but potentially more costly for businesses that fail to comply.

Texas Data Privacy and Security Act vs SB 140

While SB 140 focuses on marketing message compliance, the Texas Data Privacy and Security Act (TDPSA), effective since July 1, 2024, governs broader consumer data rights. Unlike SB 140, which regulates telephone solicitation, TDPSA:

• Applies to businesses processing personal data, especially sensitive data like biometric information or health details, and grants consumers rights to access, correct, delete, and opt-out of targeted advertising or data sales;
• Imposes obligations to limit data collection, provide transparent disclosures, conduct data protection assessments, and ensure reasonable security practices;
• Excludes a private right of action, relying on enforcement by the Texas Attorney General with penalties up to $7,500 per violation, compared to SB 140’s consumer-driven litigation and treble DTPA damages.
  As such, organizations marketing to Texans must understand that compliance requires navigational clarity across both laws: SB 140 for messaging practices and TDPSA for data governance.

Pandectes Solution

At Pandectes, we fully support your compliance needs and stand apart through our modern capabilities.

• For even more tailored needs, Pandectes provides an API that enables highly custom marketing solutions.
• Where Texas law diverges: while the commerce code tightens regulations around marketing text messages, Pandectes emphasizes proactive consent capture and real-time opt-out honoring functions that are critical to demonstrating compliance with the updated code and reducing the risk of civil liability or similar claims.

In this way, Pandectes not only supports but also strengthens your regulatory posture, especially regarding business and commerce code transparency, documentation, and tailored messaging frameworks.

Best Practices for Success in Navigating the Texas Business and Commerce Code

Successfully navigating the Texas Business and Commerce Code requires a proactive and informed approach. Here are some best practices to help your texas business stay compliant and secure:

• Stay Informed: Regularly review updates to the commerce code and related regulations to ensure your business is always operating with the most current information.
• Review Marketing Activities: Continuously assess your marketing messages, telephone solicitation practices, and customer communications to confirm they align with the latest requirements in the business and commerce code.
• Consult Legal Experts: Work with legal counsel or compliance professionals to verify your exemption status, understand your obligations, and address any uncertainties regarding registration or security requirements.
• Maintain Accurate Records: Keep thorough documentation of your registration certificates, security deposits, and all compliance-related activities. This will help demonstrate your commitment to compliance in the event of a state review or audit.
• Monitor Key Dates: Track important deadlines, such as registration renewal dates and the effective dates of new regulations, to avoid lapses in compliance.
• Implement Internal Controls: Establish clear internal processes for reviewing, updating, and documenting compliance with the code, including regular training for staff involved in marketing or regulatory matters.

By following these best practices, businesses can minimize risk, maintain a strong reputation, and ensure ongoing compliance with the Texas Business and Commerce Code. Staying ahead of regulatory changes not only protects your business from penalties but also builds trust with customers and partners across the state.

Conclusion

The updates to the Texas Business and Commerce Code, effective September 1, 2025, mark a pivotal shift in how marketing messages, especially text messages, are regulated. The newly inclusive definition of telephone solicitation, paired with mandatory registration, private rights of action, and significant penalties, significantly raises the stakes for both in-state and remote businesses.

Staying ahead of these regulatory changes is not simply about avoiding penalties; it’s about maintaining trust with consumers, safeguarding your brand, and operating confidently in a landscape of rising legal scrutiny.