Insights

Business Law

Business law insights on formation, operating agreements, M&A, outside counsel relationships, and contract structure.

Buy-Sell Agreements for Owner Death, Disability, Divorce, and Departure

An owner's death, disability, divorce, retirement, or departure can force a private company to answer four questions at once. The agreement must identify the eligible buyer, the party obligated to buy, the price, and the source of payment.

Choosing Between an LLC and a Corporation

Choosing an LLC or corporation affects governance, ownership rights, financing, compensation, liability, and a future sale. Federal tax classification involves a separate decision.

Foreign Qualification When a Company Operates Outside Its Formation State

Foreign qualification authorizes a company formed in one state to transact business in another. Texas registration, late fees, court access, tax nexus, and subsidiary decisions require separate analysis.

Founder Equity and Vesting When a Cofounder Leaves

Founder equity determines who owns the company after a departure. Vesting determines how much of an approved grant the departing founder keeps.

Noncompete Clauses in LLC Operating Agreements

An LLC member may serve as an owner, manager, employee, seller, or several of those at once. Texas noncompete law follows the member's role, the protected business interest, and the substance of the bargain.

Should a Texas Company Form in Delaware?

Your formation state determines which state’s entity law generally governs relationships among the company, its owners, and its directors or managers, which lawyers call the company’s internal affairs. Those affairs include owner rights, management authority and duties, and procedures for approving entity action.

Texas Franchise Tax Filing, Payment, and Account Status

Texas franchise tax compliance asks two separate questions. Your business may owe no tax for the year yet lose its right to transact business because it missed an information report.

Texas Series LLCs and the Difference Between Protected and Registered Series

Texas law permits one limited liability company to establish internal series with separate assets, obligations, members, managers, and business purposes. The liability partition depends on the certificate of formation, company agreement, and separate asset records required by the Texas Business Organizations Code.

The Role of a Written Company Agreement in a Texas LLC With One Member

Texas calls an LLC operating agreement a company agreement. State law recognizes a written, oral, or implied company agreement, and Section 101.001 states that an agreement for an LLC with one member remains enforceable even though only one person is a party.