As a business venture grows, a sole owner of a business may choose to incorporate that business because of the advantages available to corporations. Unlike a sole proprietorship or a general partnership, corporations offer certain tax advantages, limit owner liability, and increase options for raising capital. The size and type of business help determine which […]
Category: Business Law
Creating a Professional Corporation in Texas
When a group of people from the same profession work together frequently, they often choose to form a professional corporation. Consisting of people who are licensed in the same profession, the professionals must file a certificate of formation with the Texas Secretary of State via SOSDirect. Tex. Bus. Org. Code Ann. §§ 3.001(a), 3.005(a), 3.007. Management structure, […]
Forming a Limited Partnership in Texas
Not to be confused with a general partnership or a Limited Liability Partnership, a limited partnership is formed by at least two people with at least one general partner and at least one limited partner. Tex. Bus. Org. Code Ann. § 1.002(50). The general partner in the partnership manages the business and has unlimited liability […]
Creating a Corporation in Texas
Owned by shareholders and managed by directors, a corporation is a group of people functioning as a single legal entity. It has the characteristics of limited liability for its owners, centralized management, perpetual duration, and the ability to transfer ownership easily. Forms to create a corporation are available from the Secretary of State. By completing […]
The Texas Deceptive Trade Practices Consumer Protection Act
First enacted in 1973 and last amended in 1995, the Texas Deceptive Trade Practices – Consumer Protection Act (DTPA) was created to “protect consumers against false, misleading, and deceptive business practices, unconscionable actions, and breaches of warranty and to provide efficient and economical procedures to secure such protection.” Tex. Bus. & Com. Code Ann. §§ […]
Promissory Estoppel in Texas
Part of contract law, the doctrine of promissory estoppel enables a person or an entity to recover damages which result from relying on a promise that was made and later broken. Promissory estoppel is normally a defensive theory, but its use became a central focus in the case of Frost Crushed Stone Company, Inc., v. […]
Breach of Promissory Notes in Texas
A Promissory Note is a contract between a borrower and a lender. In the note, the borrower promises to repay the loan according to the terms of agreement specified within the note. If the borrower fails to repay the loan according to the agreed terms, the borrower may be liable for breach of note. To […]
Quantum Meruit in Texas
Business contracts exist to protect the rights of the parties involved, especially helpful if a business venture doesn’t go as planned. At times, however, a partnership exists without a formal contract. If all goes well, this informal arrangement creates no issue, but if things go poorly, a party who provides goods or services without a […]
Understanding TCPA and Its Purpose
Enacted in 2011, the Texas Citizens Participation Act is described in Chapter 27 of the Texas Civil Practice and Remedies Code (H.B. 2973, 82nd R.S.). Designed to protect freedom of speech and other important First Amendment rights, the act has had a substantial impact on legal proceedings in Texas courts. The TCPA was created “to […]
Forming a Partnership in Texas without a Written Agreement
A common misperception is that forming a partnership in Texas requires formal paperwork. However, there actually is no requirement for a written agreement. In fact, parties may even create a partnership when they do not intend to do so. When does Texas law allow a partnership to be formed? Does it need to be in […]