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Texas Business Formation Questions & Answers
1 Answer | Asked in Business Formation for Texas on
Q: Can a managing member of a LLC be removed with out their authorization?

This is filed with the Secretary of State in Texas

Tri Minh Nguyen
Tri Minh Nguyen answered on Apr 13, 2020

Hello. Good question. When an LLC is formed, there should have been an LLC company agreement or operating agreement. This agreement usually sets out when and/or how a managing member (if a member-managed LLC) or manager (if a manager-managed LLC) can be removed. Have you checked the agreement?... Read more »

2 Answers | Asked in Copyright and Business Formation for Texas on
Q: Is my companies name too similar to a larger, more well known company and could there possibly be issues down the road?

I am creating a Men’s athletic wear clothing store called Freshletics. However, after doing some research, I came across a very large athletic wear company that specializes in woman’s athletic wear but also does men now. Is this name to similar to use and could there be legal trouble down the... Read more »

Barbara Berschler
Barbara Berschler answered on Apr 5, 2020

It is great that you want to examine this trademark issue before you launch your business. Coming to the appropriate answer will save you a lot of money and grief. You should work with a local trademark attorney to help you investigate whether your name/mark would infringe the mark of the other... Read more »

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1 Answer | Asked in Products Liability, Business Formation and Small Claims for Texas on
Q: Quick question, I have not received my refund for almost four months from Adidas. I've called them more than 3-4 times!

But no luck! I wanna sue them, cause this has been going on for a long time and every time I call them, they say they are sorry and they are going to refund it and all! But nothing... Even local shops just would refund in a day or two, but every time I call them, they say it is in the process and... Read more »

Tim Akpinar
Tim Akpinar answered on Mar 23, 2020

A Texas attorney who deals with consumer rights issues could advise in the most meaningful manner here. But your question remains open for four weeks. Keep in mind that in pursuing a lawsuit, your time lost from work/school in going to court, handling paperwork, etc. could run you more than the... Read more »

1 Answer | Asked in Criminal Law and Business Formation for Texas on
Q: if a non profit organized as a religious organization who's religious believes are not in line with parts of a state cod

or federal code, can you exempt those codes in the by laws or purpose of incorporation?

Kiele Linroth Pace
Kiele Linroth Pace answered on Feb 22, 2020

No. Firmly held religious beliefs did not spare Rastafarians from prosecution for possession of marijuana, nor did they spare fundamentalist Mormon Warren Jeffs from being sentenced to life in prison for having sex with the little girls that he supposedly "married" in his freak church.

1 Answer | Asked in Business Formation for Texas on
Q: Could I use Golden Ticket in my business name if its a Transportation Company?
Robyn T. Williams
Robyn T. Williams answered on Feb 15, 2020

You may be able to use the name Golden Ticket for a transportation company or "golden ticket" in your business name. The complete answer to your question depends on use of that name, or names that would be confusingly similar, in the same trade channels.

Currently, there are 39...
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Q: Can I sue American Airlines for losing my luggage resulting in irreplaceable loss of property, psychological harm?

AA l ost my luggage during a international move (relocating for a job) and as a result, I have lost irreplaceable documents such as diplomas and other property. I am looking to apply for graduate school so this may have an impact on my application eligibility. Furthermore, I will never be able to... Read more »

George W. Wolff Esq.
George W. Wolff Esq. answered on Feb 13, 2020

Probably not

1 Answer | Asked in Criminal Law, Tax Law, Business Formation and Business Law for Texas on
Q: How does a non-profit change leadership and what happens to the EIN when a new owner comes and the old leaves?

I am the founder of a Texas non-profit corporation (Corporated in the State of Texas) and also Chairman/CEO. I applied for the EIN being used under my own info (Name, SSN) on the IRS site. I’m stepping down completely from operations due to conflict of interest with the board and need help in how... Read more »

D. Mathew Blackburn
D. Mathew Blackburn answered on Jan 22, 2020

Non-profits don't have owners. They a board of directors and officers. When you applied for the EIN you listed yourself as a responsible party that can be changed by filing a form 8822-B or by filing Form 990.

You can't establish a non-profit under your SSN so you may have an...
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1 Answer | Asked in Business Formation, Business Law and Tax Law for Texas on
Q: What is the best option for a non-resident to form a legal entity with a resident partner? A partnership LLC or C-Corp?

Asking in terms of taxation as well as any other legal issues.

D. Mathew Blackburn
D. Mathew Blackburn answered on Oct 3, 2019

Best is a relative term. Because it's TX state tax is irrelevant. We're not concerned with the state claiming residency against the non-resident owner's will.

The next step is assessing liability and compliance. Generally that's an LLC. But it's heavily dependent...
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2 Answers | Asked in Business Formation, Contracts, Land Use & Zoning and Real Estate Law for Texas on
Q: Can an individual place restrictions on property they are selling if no restrictions were on it before?

My wife and I purchased a 10 acre tract in Polk County on FM 3126 outside Livingston city limits, not in a neighborhood, no HOA or zoning. The land sale contract states "The property shall be used exclusively for agricultural or single-family residential purposes." If we decide to build a... Read more »

Tammy Lyn Wincott
Tammy Lyn Wincott answered on Aug 13, 2019

I suggest you see if the seller will amend; otherwise, you signed a contract with them and they can hold you in breach of that contract.

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1 Answer | Asked in Immigration Law, Business Formation and Business Law for Texas on
Q: Legal ways I can get a green card while in year one or two at the University no matter the cost

Because I want to start up legal businesses while in school

Deron Edward Smallcomb
Deron Edward Smallcomb answered on Mar 15, 2019

There are definitely options if you are willing to invest a significant amount of money in the USA. Feel free to contact us or another experienced immigration lawyer for assistance.

1 Answer | Asked in Business Formation, Business Law and Contracts for Texas on
Q: A friend has 2 companies under her LLC. I want to start a third business under her LLC. What would it take?

Is it a good idea to add a third? Does it matter if I my company is for companionship for the elderly and the friend companies are more toward selling product?

Abraham C. Bloomenstiel
Abraham C. Bloomenstiel answered on Jan 22, 2019

Thanks for your question. Unfortunately, this is a difficult question to answer without more information. It would help me to know the type of LLC your friend has and what ownership or relationship your friend's LLC or other two companies under it will have with the new business that you... Read more »

1 Answer | Asked in Business Formation for Texas on
Q: Can I conduct business in a different state than the one I am incorporated in?
Matthew Valley
Matthew Valley answered on Sep 15, 2018

Generally speaking, yes. However, the state you want to do business might require you to register your business with them, to obtain a license for your type of business, to register for sales tax, etc. You should consult an attorney in the jurisdiction you are wanting to do business in to see what... Read more »

1 Answer | Asked in Business Formation for Texas on
Q: I have a DBA w/an EIN. I want to start another business. Do I need an LLC to house them? Or can they stand alone?

I am looking to do the smart thing for structure and taxes. I have an existing DBA with EIN. I want to start a second business. Do I need to create a parent company LLC or something for them to be subsidiaries of, or can they stand alone? Thanks much!

Stefan Dunkelgrun
Stefan Dunkelgrun answered on Aug 7, 2018

You could create a parent company entity, or you could create standalone entities. Both would be viable strategies, depending on your concerns and the risks related to the businesses.

The appropriate type of entity is very much dependent upon the situation. An LLC may not be the...
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1 Answer | Asked in Business Formation for Texas on
Q: I live in TX, but am buying a property in KY with a newly formed KY LLC. Do I need to qualify the LLC in Texas?

Further, I am applying for an EIN with the IRS. The website is asking where my physical address is - would that be the KY initial registered office, my home address in Texas (where I work), or the property address that I'm in contract to purchase?

Benton R Patterson III
Benton R Patterson III answered on Jun 29, 2018

There are specific requirements governing when a business entity must register to conduct business in Texas. An attorney would need to know all the facts about the business to answer this question. The address of the business is not the registered agent's office. Typically, the business... Read more »

1 Answer | Asked in Copyright, Trademark and Business Formation for Texas on
Q: How should I legally start structuring a record label business, register trademark and copyright?

Id like to start it with two other people, get an estimate for how much it would cost to trademark, copyright and would you be able to give me some steps to start with the structuring?

John Espinosa
John Espinosa answered on Jun 1, 2018

This is a very complex and specific question that cannot be fully addressed on here. As a starting point, this government resource explains the basics of copyright and trademark in the music industry:

https://www.uspto.gov/learning-and-resources/ip-policy/musicians-and-artists-profile...
Read more »

1 Answer | Asked in Contracts, Employment Law, Business Formation and Education Law for Texas on
Q: Starting a after school program at a school district. Wanting to know how to get a contract developed between partners.

Wanted to know what type of business would be better: non-profit or a LLC. Should I have a lawyer look over contract between my company and the school district. Do I need another company to handle taxes and payroll.

Benton R Patterson III
Benton R Patterson III answered on May 14, 2018

An attorney would need to know more about the program to advise on what type of business structure to use. There are many factors to consider when forming a business. It would be best to have a lawyer review a contract with a school district.

1 Answer | Asked in Business Formation for Texas on
Q: Will others be barred from using my business's name if I file a certificate of formation?
Benton R Patterson III
Benton R Patterson III answered on May 8, 2018

If you register a business name in Texas, the Texas secretary of state will not let someone else register the same name in Texas. However, someone could register that name in another state or use it as a trade name. Registering a business name does not provide trademark rights. If you want to... Read more »

1 Answer | Asked in Tax Law and Business Formation for Texas on
Q: Hi, I am planning to convert my Sole P into an LLC here in Texas. And I also have about 21 sales tax permits. I plan to

Hi, I am planning to convert my Sole P into an LLC here in Texas. And I also have about 21 sales tax permits. I plan to not file my LLC in those other states. But what about sales tax expense? The sales tax permit would be under a Sole P so how do I take that sales tax expense under account if the... Read more »

Benton R Patterson III
Benton R Patterson III answered on Apr 23, 2018

Most states require companies that sell products in the state to register to conduct business in the state. An LLC that is not properly registered to conduct business and intermingles transactions with a sole proprietor has a decent chance of losing its ability to shield the owner or owners from... Read more »

1 Answer | Asked in Real Estate Law, Business Law and Business Formation for Texas on
Q: Do we need to start a new LLC for a building and land in TX and do we need both in the new LLC's name?

Our accountant is advising us to move the newly constructed office/warehouse building that our company built into another LLC for protection. The one issue that she had was that the building was built on one of the partners properties and it is still legally in his name but the building was build... Read more »

Benton R Patterson III
Benton R Patterson III answered on Apr 20, 2018

Texas law does not require you to put the building in an LLC, although doing so may provide liability protection. An attorney would need to understand the entire situation and review the title documents to advise on how to structure the LLC and what assets it should hold.

1 Answer | Asked in Banking, Business Formation and Business Law for Texas on
Q: My friend and I want to open a join business account. We will be opening it with a DBA but I'm concerned about banking

My credit union says that no institution has the option to restrict withdrawals from a joint account unless both parties sign for the withdrawals. However, a contract I've created gives such an option. How valid is a notarized contract in this case if institutions do not offer mandatory... Read more »

Benton R Patterson III
Benton R Patterson III answered on Apr 20, 2018

Generally, a contract is only binding on the parties who sign the contract. If the bank is not a party to the contract, it does not have to follow it. You and your business partner can contractually agree to limit the money each of you can withdraw from the account. However, you would not be... Read more »

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