Business Entity Formation

Choosing your legal structure is the first decision you make when you form a business, and the hardest to undo if you get it wrong. The entity you choose determines how ownership is divided, how governance and control work, and how the business is taxed. Hank has spent more than 29 years organizing businesses for clients, from entity selection through formation, governance, and the changes that come as a company grows.

Hank walks you through the tradeoffs among an LLC, a corporation, a limited partnership, and a professional entity, weighing how governance is structured, how ownership and management are divided, and how you expect to fund the business or raise capital. He coordinates with your tax advisors so the entity election reflects their guidance on tax treatment, and the structure you ultimately choose is one both the legal and tax sides have signed off on. An LLC suits most closely held businesses, but founders who plan to raise capital typically need to form a corporation. A company operated by its owner sometimes elects S corporation status, on a tax advisor's advice, to reduce self-employment tax.

Once you settle on a structure, Hank checks the name with the Texas Secretary of State, drafts and files the certificate of formation, designates a registered agent, and provides information on how to obtain an EIN and register with the Texas Comptroller. The state filing fee in Texas for a for-profit entity is $300. The Texas Comptroller currently applies a $2.65 million no tax due threshold for reports due in 2026 and 2027. An entity at or below that threshold generally owes no franchise tax and generally files no franchise tax report, although it may remain responsible for a Public Information Report or Ownership Information Report based on its entity type. Hank also assists with organizing entities in Delaware, Nevada, Wyoming, and other states when the business plan supports that choice.

The certificate of formation creates the entity, but the governing documents control how it is governed and operated. Hank drafts the organizational consent and company agreement for an LLC, the organizational consents, bylaws, and shareholder agreement for a corporation, or the partnership agreement for a limited partnership, each tailored to the way you do business. These documents determine how you divide and vest equity, how decisions and votes work, what happens when an owner leaves or dies, and how a departing founder gets bought out. When your company operates in more than one state, he handles foreign qualification so you're registered wherever you do business, and it forms series LLCs and professional entities when the facts call for them.

Hank has formed entities for solo founders launching a first venture, startups raising their first outside money, established companies adding partners or divisions, and licensed professionals organizing a practice. On every engagement Hank works toward the same result, an entity you can operate with confidence and that is designed to withstand close scrutiny from an investor, a lender, a partner, or a court.