Texas Codes

Tex. Occ. Code § 2301.454 (2026)

Modification Or Replacement Of Franchise

✓ current as of May 2026

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Sec. 2301.454. MODIFICATION OR REPLACEMENT OF FRANCHISE. (a) Notwithstanding the terms of any franchise, a manufacturer, distributor, or representative may not modify or replace a franchise if the modification or replacement would adversely affect to a substantial degree the dealer's sales, investment, or obligations to provide service to the public, unless:

(1) the manufacturer, distributor, or representative provides written notice by registered or certified mail to each affected dealer and the department of the modification or replacement; and

(2) if a protest is filed under this section, the board approves the modification or replacement.

(b) The notice required by Subsection (a)(1) must:

(1) be given not later than the 60th day before the date of the modification or replacement; and

(2) contain on its first page a conspicuous statement that reads: "NOTICE TO DEALER: YOU MAY BE ENTITLED TO FILE A PROTEST WITH THE TEXAS DEPARTMENT OF MOTOR VEHICLES IN AUSTIN, TEXAS, AND HAVE A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED MODIFICATION OR REPLACEMENT OF YOUR FRANCHISE UNDER THE TERMS OF CHAPTER 2301, OCCUPATIONS CODE, IF YOU OPPOSE THIS ACTION."

(c) A franchised dealer may file a protest with the board of the modification or replacement not later than the latter of:

(1) the 60th day after the date of the receipt of the notice; or

(2) the time specified in the notice.

(d) After a protest is filed, the board shall determine whether the manufacturer, distributor, or representative has established by a preponderance of the evidence that there is good cause for the proposed modification or replacement. The prior franchise continues in effect until the board resolves the protest.

Added by Acts 2001, 77th Leg., ch. 1421, Sec. 5, eff. June 1, 2003. Amended by Acts 2003, 78th Leg., ch. 1276, Sec. 14A.615, eff. Sept. 1, 2003.

Amended by:

Acts 2011, 82nd Leg., R.S., Ch. 1290 (H.B. 2017), Sec. 15, eff. September 1, 2011.

Acts 2021, 87th Leg., R.S., Ch. 276 (H.B. 3514), Sec. 4, eff. September 1, 2021.

Notes of Decisions

Cited in 6 cases, 2010–2015 · leading case: Bray v. Tejas Toyota, Inc., 363 S.W.3d 777 (Tex. App. 2012).

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Bray v. Tejas Toyota, Inc., 363 S.W.3d 777 (Tex. App. 2012). · cites it 3× “See Tex. Occ.Code Ann. §§ 2301.454 (West.Supp.”

Brett Bray, in His Off. Capacity as Dir. of the Motor Veh. Div. of the Texas Dep't of Transp. & Gulf States Toyota, Inc.// Tejas Toyota, Inc. v. Tejas Toyota, Inc.// Cross- Brett Bray, in His Off. Capacity as Dir. of the Motor Veh. Div. of the Texas Dep't of Transp. & Gulf States Toyota, Inc. (Tex. App. 2012). · cites it 3× “See Tex. Occ. Code Ann. §§ 2301.454 (West. Supp.”

Ultimate Ford, Inc., D/B/A Ultimate Ford Giddings & Weatherby Ford, Inc. D/B/A Ultimate Ford v. Motor Veh. Div. of the Texas Dep't of Transp. & Ford Motor Co., Inc. (Tex. App. 2010). · cites it 2× “See Tex. Occ. Code Ann. § 2301.454 (c). These letters prompted the Dealerships to file protests of the terminations, which they did timely, with the correct agency, and with citations to the correct governing statute (the occupations code), and the Dealerships went on to…”

Mercedes-Benz USA, LLC, Jack L. Holt, Craig W. Dearing, & Frank J. Oswald Jr. v. Carduco, Inc. D/B/A Cardenas Metroplex (Tex. App. 2015). “Tex. Occ. Code § 2301.454, 652; see also 11RR140-42 (Expert Dr.”

— Tex. Occ. Code § 2301.454(c) — 1 case

Bray v. Tejas Toyota, Inc., 363 S.W.3d 777 (Tex. App. 2012). “See Tex. Occ.Code Ann. §§ 2301.454 (West.Supp.”

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