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p.s. We used to operate under The Traub Law Office, P.C.

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Selecting a Business Structure

selecting a business structure

Selecting a business structure that is best for you and other partners/investors should be made with a licensed and experienced Texas attorney, with consultation with an accountant, and taking into consideration issues regarding tax, liability, management, continuity, transfer-ability of ownership interests, and formality of operation.

Generally, businesses are created and operated in one of the following forms:

  • Sole proprietorship: The most common and the simplest form of business is the sole proprietorship. In a sole proprietorship, a single individual engages in a business activity without necessity of formal organization. If the business is conducted under an assumed name (a name other than the surname of the individual), then an assumed name certificate (commonly referred to as a DBA) should be filed with the office of the county clerk in the county where a business premise is maintained. If no business premise is maintained, then an assumed name certificate should be filed in all counties where business is conducted under the assumed name.
  • General partnership: A general partnership is created when two or more persons associate to carry on a business for profit. A partnership generally operates in accordance with a partnership agreement, but there is no requirement that the agreement be in writing and no state-filing requirement. If the business of the partnership is conducted under an assumed name (a name that does not include the surname of all of the partners), then an assumed name certificate (commonly referred to as a DBA) should be filed with the office of the county clerk in the county where a business premise is maintained. If no business premise is maintained, then an assumed name certificate should be filed in all counties where business is conducted under the assumed name.
  • Corporation: A Texas corporation is created by filing a certificate of formation with the Texas Secretary of State. The Secretary of State provides a form that meets minimum state law requirements.

A corporation is a legal person with the characteristics of limited liability, centralization of management, perpetual duration, and ease of transfer-ability of ownership interests. The owners of a corporation are called “shareholders.” The persons who manage the business and affairs of a corporation are called “directors.” However, state corporate law does provide for shareholders to enter into shareholders’ agreements to eliminate the directors and provide for shareholder management. Choosing the best management structure for your corporation is a decision you make with the advice of an attorney licensed to practice in Texas. The Secretary of State cannot assist you.

An “S” corporation is not a matter of state corporate law but rather a federal tax election. A for-profit corporation elects to be taxed as an “S” corporation by filing an election with the Internal Revenue Service. Please contact the IRS or competent tax counsel regarding the decision to be taxed as an “S” corporation and the requirements for filing the election. This is not a matter with which the Secretary of State may assist.

The limited liability company (LLC) is not a partnership or a corporation but rather is a distinct type of entity that has the powers of both a corporation and a partnership. Depending on how the LLC is structured, it may be likened to a general partnership with limited liability, or to a limited partnership where all the owners are free to participate in management and all have limited liability, or to an “S” corporation without the ownership and tax restrictions imposed by the Internal Revenue Code. Unlike the partnership, where the key element is the individual, the essence of the limited liability company is the entity, requiring for its creation more formal requirements.

The owners of an LLC are called “members.” A member can be an individual, partnership, corporation, trust, and any other legal or commercial entity. Generally, the liability of the members is limited to their investment and they may enjoy the pass-through tax treatment afforded to partners in a partnership. As a result of federal tax classification rules, an LLC can achieve both structural flexibility and favorable tax treatment. Nevertheless, persons contemplating forming an LLC are well advised to consult a lawyer licensed in Texas.

A limited liability company can be managed by managers or by its members. The management structure must be stated in the certificate of formation. Management structure is a determination that is made by the LLC and its members.

  • Limited Partnership: A Texas limited partnership is a partnership formed by two or more persons and having one or more general partners and one or more limited partners. The limited partnership operates in accordance with a partnership agreement, written or oral, of the partners as to the affairs of the limited partnership and the conduct of its business. While the partnership agreement is not filed for public record, the limited partnership must file a certificate of formation with the Texas Secretary of State.
  • Limited Liability Partnership: In order to limit the liability of its general partners, a general or limited partnership may opt to register as a limited liability partnership.

Regardless of which business structure you use, be sure to use the best registered agent service for your company’s service needs.

  • ”The Texas Registered Agents services have been excellent, kind, prompt, and very resourceful. Thank you for all your help.”

    d. padilla
    ATX CINEMA LLC

    ”Easy to do business with, no problems. Kind of a no brainer.”

    R. Sheldon
    eTopia LLC

    ”’The Traub Law Office’ provides an excellent ’Registered Agent Service’ and I would recommend their service to anyone forming a business entity in Texas. They are always helpful and furnish a lot of the best information in a timely way regarding your entity when available. The annual rate was also... read more

    D. Lacy III
    Texas Property Tax Appeals, LLC
  • ”I think your service is easy to use/start using and am very satisfied with the service.”

    S. Wilson
    The Law Office of Robert Steve Wilson, PLLC

    ”The Traub Law Office is simply the best and the highest rated Registered Agent Service in Texas. As a happy customer, I would highly recommend them to anyone looking for a great law firm. With an outstanding reputation, Mr. Andrew Traub and his excellent team are just wonderful. They are... read more

    J. Walker
    ARINCO Technologies Inc.

    "Andrew, you please me to no end. Thank you for the stellar service. I spent probably four hours researching registered agents. I knew what they were, as I've formed three companies here in Delaware. But I needed a Texas registered agent. So I started looking and comparing. Andrew, it was... read more

    Stephen Worden
  • ”The Traub Law Office has been very responsive to requests by us, has been very timely with getting us copies of notices that may be sent to him and is most pleasant to work with. I enjoy reading the articles and e-books that he sends my way.”

    user

    ”Since it has been uneventful it is great!”

    C. Barber
    WillaKenzie Estate, Inc.

    ”I have enjoyed the messages and the interesting info sent to us by our registered agent. The previous agent I had never kept in touch nor did he tell us when he was no longer going to be our registered agent. We found out the hard way.” It is a... read more

    S. Lindsay
    Smithco Construction, Inc.
  • ”Andrew Traub and his team serve as an exceptional Registered Agent through performing highly skilled and efficient duties on behalf of their clients.”

    A. Fraver
    Champion Net Systems LLC

    ”Very prompt on sending letters from state. Highly recommend”

    A. Reddy
    Aravinda Pulakurthi MD PA

    ”Andrew did an excellent service for me. He carefully carried out all necessary registration procedures, answered all my questions and promptly forwarded me documents.I found reliable partner and professional advisor in my business start-up in Austin, TX. Andrew is strongly recomended person to make business with.”

    Kirill Slivchikov
    7Spring Technology
  • ”We couldn’t be happier with Mr. Traub’s services. We are located in Michigan and have several companies in Texas that required a local registered agent. Mr. Traub has exceeded our expectations. I can highly recommend him. ”

    Heather Drouin
    Eenhoorn LLC

    ”I appreciated the one-on-one communications. So far your registered agent services have been flawless. Thanks.”

    Alex
    ProTechKey Secure Credit, LLC

    ”The Traub Law Office is very professional; great customer service.”

    Frankie Joseph
    Emmanuel’s Hands Foundation

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