Build Your Business on the Right Legal Foundation
The wrong structure or no structure at all can leave you personally liable for business debts, lawsuits, and obligations. We help Texas business owners choose and implement the right legal foundation from day one.
The entity you choose determines how your business pays taxes, how much personal liability you face, and how your business operates for the next decade. Getting it right from day one, with an attorney who understands Texas law, is the most important legal decision you’ll make as a business owner.
In Texas, the right business structure:
We discuss your business goals, assets, liability concerns, and long-term plans. We ask about your industry, your partners, your revenue model, and your exit strategy.
Most formation services ask what you want to name your business. We ask where you want to be in 10 years because the structure that works for a two-person startup looks different from the structure that positions you for a future sale or partnership buyout.
We explain the differences between sole proprietorships, LLCs, S-corps, C-corps, and partnerships. We help you choose the structure that matches your liability concerns, tax situation, and business plans.
Entity selection has direct tax consequences S-corp election timing, self-employment tax reduction strategies, and C-corp double taxation considerations all depend on your specific revenue and goals. We work alongside your CPA or refer you to one who can model the tax impact before you choose.
We prepare your Certificate of Formation, Operating Agreement, bylaws, or partnership agreement. We file with the Texas Secretary of State and handle follow-up correspondence.
The Operating Agreement is the most important document your business will have, it governs ownership percentages, decision-making authority, profit distributions, what happens if a partner wants out, and how the business is valued if sold. We draft operating agreements that actually reflect your business, not a generic template.
We explain your annual reporting requirements, registered agent obligations, and recordkeeping duties. We connect you with CPAs and bookkeepers when tax planning is needed.
Courts regularly pierce LLC protections when business owners fail to maintain proper corporate formalities. Commingling personal and business funds, failing to document major decisions, or not maintaining a registered agent. We make sure you know exactly what’s required to keep your liability protection intact.
We coordinate your business entity with your estate plan, ensuring ownership transfers smoothly and your family isn’t left dealing with courts, buyouts, or disputes.
Your business entity is part of your personal financial picture and it needs to work with your estate plan, not against it. We consider how your business interest will transfer at death or incapacity, whether your operating agreement conflicts with your trust or will, and how your business structure affects your personal asset protection strategy. This integration is something no online formation service provides and it’s often the difference between a business that protects your family and one that creates problems for them.
Texas has specific formation requirements, franchise tax obligations, and ongoing compliance rules that affect every business entity formed in the state. We make sure your formation is complete, compliant, and positioned for Texas’s specific legal environment, not just filed and forgotten.
You can operate as a sole proprietor, but you’ll have no legal separation between yourself and your business. That means business debts, lawsuits, and liabilities can reach your personal assets. Your home, your savings, your vehicles. An LLC or corporation creates a legal barrier that can protect your personal property if your business gets sued or faces creditor claims.
An LLC is a business structure that protects you from personal liability. An S-corp is a tax election you can make for your LLC or corporation. LLCs are easier to manage and have fewer formalities. S-corps can save you money on self-employment taxes if your business generates significant profit. We help you decide which structure and tax treatment make sense based on your revenue, expenses, and long-term plans.
Yes. You can convert a sole proprietorship into an LLC, or convert an LLC into a corporation. You can also change your tax election without changing your entity. These conversions involve legal filings, potential tax consequences, and updates to contracts, bank accounts, and licenses. We handle conversions regularly and make sure the transition is done correctly.
Once we file your Certificate of Formation with the Texas Secretary of State, approval typically takes one to two weeks. Expedited filings can reduce that timeline to a few business days. After approval, we finalize your operating agreement or bylaws and help you obtain an EIN from the IRS so you can open business bank accounts.
Yes. Even single-member LLCs benefit from an operating agreement. The agreement establishes how your LLC operates, how ownership transfers if you die or become incapacitated, and how decisions get made. Without one, Texas default rules apply, and those rules may not match your intentions. A good operating agreement also strengthens the legal separation between you and your business.
LLCs and corporations in Texas must file a Franchise Tax Report annually, even if no tax is owed. You must also maintain a registered agent with a Texas address for service of process. Corporations have additional formalities, including annual meetings and corporate minutes. We explain these obligations during formation so you know what to expect.
Your business ownership is an asset, and it needs to transfer smoothly when you die or become incapacitated. We coordinate your business entity with your will, trust, and powers of attorney to ensure your family or business partners can manage or sell the business without court intervention. If your entity isn’t properly integrated with your estate plan, your family may face probate delays, buyout disputes, or forced sales.
You can file formation documents yourself, but formation is more than paperwork. The real value is in choosing the right structure, drafting enforceable operating agreements, coordinating with your estate plan, and understanding the tax and liability consequences. DIY formations often result in missing provisions, compliance gaps, and costly fixes later. We help you get it right the first time.
A Series LLC is a specific type of limited liability company authorized under the Texas Business Organizations Code that allows a single LLC to contain multiple internal “series” each with its own assets, liabilities, members, and purpose while operating under one umbrella entity.
For real estate investors, the appeal is structural. Instead of forming a separate LLC for each property, a Series LLC allows an investor to hold multiple properties in distinct series within one entity. In theory, a liability arising in one series a lawsuit related to one property, for example stays contained within that series and cannot reach the assets of other series or the master LLC.
A few practical considerations are worth understanding before choosing this structure. The liability separation between series depends on careful record-keeping and accounting for each series as a genuinely distinct unit. Commingling funds or documentation across series undermines the separation. Additionally, how Series LLCs are treated for tax purposes, how lenders respond to them, and how they’re recognized in other states are questions that benefit from specific attention depending on how the business operates.
For Texas investors who own or plan to own multiple properties and want a scalable structure, a Series LLC is worth understanding in detail. Whether it’s the right fit depends on the size of the portfolio, how the properties are financed, and the investor’s longer-term goals.
A Professional Limited Liability Company, or PLLC, is a business entity specifically designed for licensed professionals in Texas including physicians, attorneys, accountants, engineers, architects, and certain other regulated occupations.
Texas law requires that certain licensed professionals use a PLLC rather than a standard LLC when forming a professional practice entity. The distinction exists because professional licensing boards maintain authority over the conduct of licensed professionals regardless of their business structure, and the PLLC framework reflects that. In a PLLC, all members must be licensed in the profession the entity practices, and the entity itself must register with the applicable licensing authority.
A standard LLC is generally not available to these professionals for their licensed practice activities, though it may still be appropriate for other business activities that don’t involve the practice of the licensed profession.
For professionals in regulated fields, confirming the correct entity type with both a business attorney and the relevant licensing board before forming is an important step. Entity selection mistakes in this context can have both legal and licensing consequences.
An S-corp is not a separate legal entity, it’s a tax classification that certain eligible business entities can elect with the IRS. An LLC or a corporation can choose to be taxed as an S-corp by filing IRS Form 2553.
The reason business owners consider this election is self-employment tax. By default, a single-member LLC’s net income is subject to self-employment tax, currently 15.3% on the first portion of earnings, in addition to income tax. When a business elects S-corp status, the owner-operator is required to pay themselves a reasonable salary, which is subject to payroll taxes. Net profit above that salary passes through to the owner without being subject to self-employment tax. For businesses generating meaningful net income above what constitutes a reasonable salary, that difference can be significant over time.
The election comes with administrative requirements. S-corps require payroll processing, payroll tax filings, and more formal bookkeeping than a standard LLC. There are also eligibility restrictions, S-corps cannot have more than 100 shareholders, cannot have non-U.S. citizen shareholders, and can only have one class of stock.
The timing of the election matters. There are IRS deadlines for when an election takes effect for a given tax year, and electing too early or without the right infrastructure in place can create more complexity than benefit. This is a decision typically made in coordination with a CPA, with the legal structure confirmed by a business attorney.
This is one of the most commonly overlooked questions in business formation, and the answer depends almost entirely on what your LLC’s operating agreement says and whether you have an estate plan that addresses your business interest.
Without clear provisions in place, the death or incapacitation of an LLC member can create significant complications. Other members may be uncertain about their authority. The deceased member’s interest may pass to heirs who have no business experience and no existing relationship with the other members. A spouse may become an unintended co-owner of the business under Texas community property rules. In some cases, the uncertainty itself can disrupt business operations while the legal questions get sorted out.
A well-drafted operating agreement addresses these scenarios directly. It can specify what happens to a member’s interest at death whether it transfers to heirs, triggers a buyout, or passes according to the member’s estate plan. It can also address incapacity, establishing who has authority to act on behalf of an incapacitated member during the period when they cannot manage their own affairs.
On the estate planning side, a business interest held in an LLC needs to be addressed in the owner’s overall plan whether that means transferring the interest into a revocable trust, establishing a clear beneficiary designation structure, or coordinating with a buy-sell agreement between members. The business structure and the estate plan need to be designed to work together, not independently.
These are two different documents that serve similar purposes for different types of entities.
Bylaws govern corporations, they set the internal rules for how the corporation operates, how the board of directors functions, how meetings are conducted, how officers are appointed, and how major decisions get made. Bylaws are required for Texas corporations and are a foundational corporate governance document.
An operating agreement serves the same governance function for an LLC. It establishes how the LLC is managed, what each member’s ownership percentage is, how profits and losses are allocated, how decisions are made, what happens when a member wants to leave, and what happens at dissolution. Texas does not legally require an LLC to have a written operating agreement, but operating without one means the LLC’s internal governance defaults to the Texas Business Organizations Code which may not reflect what the members actually want.
In practical terms, an operating agreement is one of the most important documents an LLC can have. It is the primary evidence of the members’ actual agreement about how the business works. When disputes arise, when a member dies, when someone wants to sell their interest, or when a lender or investor asks for documentation, the operating agreement is the document that answers those questions. A generic template pulled from the internet rarely addresses the specifics of a real business relationship adequately.
In Texas, the community property framework means this question is more complicated than it might appear.
If an LLC is formed during a marriage using community funds, money earned during the marriage, the ownership interest itself may be community property regardless of whose name appears on the formation documents. That doesn’t automatically make a spouse a member of the LLC, but it does mean the spouse may have a community property interest in the value of that membership interest.
Whether a spouse is an official member of the LLC depends on what the operating agreement says and whether they have been formally admitted as a member. A spouse can be a member, a non-member employee, or have no formal role at all, but their potential community property interest in the underlying value exists independently of their formal title.
This distinction matters in several contexts. If the marriage ends in divorce, the community property characterization of the LLC interest affects how it’s treated in the division of assets. If the member spouse dies without a clear estate plan, the surviving spouse’s rights to the LLC interest depend on both community property law and the operating agreement. If the LLC has other members, the operating agreement typically restricts who can become a member without existing member consent which can create tension when community property rights are asserted.
For married business owners in Texas, the operating agreement and the estate plan need to account for the community property dimension of business ownership ideally before a dispute or transition makes the question urgent.
