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. Who may acquire the ownership interest, who must buy it, what price applies, and how will the buyer pay?

Choosing Between an LLC and a Corporation

Your choice between a limited liability company and a corporation affects governance, ownership rights, financing, and liability under state law. Federal tax treatment presents 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 Co-Founder Leaves

Founder equity determines who owns the company. Vesting determines how much of that ownership each founder keeps after a departure.

Noncompete Clauses in LLC Operating Agreements

Your LLC's members have access to its most sensitive information. They know the customer relationships, the pricing strategy, the vendor terms, and the operational methods that make the company work. When a member leaves and takes that knowledge to a competing business (or launches one), you and the remaining members face a problem that's hard to solve after the fact.

Should a Texas Company Form in Delaware?

Your state of formation determines which state’s entity law governs the company’s internal affairs. Texas law governs your Texas employees, contracts, taxes, permits, and operations regardless of where you formed the company.

Texas Franchise Tax Filing, Payment, and Account Status

Texas franchise tax obligations involve two separate questions. Your business may owe no franchise tax for the year and 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.

Why Your Single-Member LLC Needs an Operating Agreement

Texas doesn't require single-member LLCs to have operating agreements, and that's exactly why so many owners skip them. The consequences show up when a creditor challenges the LLC's separateness, the owner becomes incapacitated, or a bank refuses to open a business account.