If you own or operate a business, we understand your legal issues. As business lawyers, we assist clients in The Woodlands and greater Houston area with a wide range of corporate legal needs, including but not limited to:
Formations of limited liability companies
Corporations and partnerships
LLC company agreements
Partnership and corporate buy-outs and redemptions
Master service agreements
Contract reviews and negotiations
Commercial and residential real estate transactions
Employment and non-compete agreements
Asset sales and purchases
Stock sales and purchases
Sales and purchases of businesses
Due diligence reviews
Mergers and acquisitions
Membership interest transfers
The most common entity forms in Texas are the limited liability company, corporation and limited partnership. By far, the most popular for private companies (rather than publicly traded) is the limited liability company. Under the “check-the-box rules,” limited liability companies in Texas may choose to be taxed as disregarded entities (if only one owner, or husband and wife community property), a partnership (if two or more owners), a corporation or a corporation filing a S-corp election, and the choice should be made in consultation with your CPA, based on how the entity will fit into other asset holdings, your personal (or the holding company’s) tax situation and plans for growth and eventual sale.
With any of the foregoing entities, a Certificate of Formation must be filed with and accepted by the Texas Secretary of State. The founders or organizers initially decide who will serve as the registered agent for the Company with the Texas Secretary of State. If the company is a corporation, it will need an organizer, shareholders, directors and officers. If the company is a limited liability company, it will need, at a minimum, initial members or organizer(s), and perhaps managers and officers, depending on the business. A corporation needs a set of bylaws and if desired, a shareholders’ agreement detailing any restrictions on the sale of shares and any agreements on buy-outs upon death, divorce, or other buy-sell trigger events. A limited liability company needs a company agreement detailing among other things, how the company will be managed, the duties of the members, and any agreed buy-out events/buy-sell triggers and valuation formula(s). If an entity is owned 50/50, owners may consider including a “Texas Shoot-Out” provision, to provide for a partner’s exit upon unresolvable disagreement.
Even a small business entrepreneur should get proper legal guidance from an attorney who practices corporate law prior to forming the company and before approaching investors.
We believe every business should be started with “end in mind.” That end may be the growth and sale or merger of the company within a certain time frame or upon certain valuation or EBITDA multiple, to private equity, a public company or perhaps to a competitor. It may be keeping the company in the family for generations to come using a succession plan created in advance before circumstances require hasty decisions. Sometimes, you may want to employ holding companies to own subsidiaries, to separate an operating company from real estate ownership, or to isolate certain business units for later sale. Investing a small amount in proper planning with the right advisors at the beginning of the company’s life-cycle (i.e., at the formation) may result in easier transfer (and at higher value) when the time is right. We recommend that every businesses build a team of experts up front that will be with the company for the long term, namely at a minimum: (1) responsive, efficient, engaged local corporate counsel, (2) a trusted certified public accountant with mergers and acquisitions experience, and (3) an insurance broker that can evaluate your needs, advise on how to keep your costs down, and provide annual reviews. Over the years we have been part of many such teams for the success of our clients.
Lastly, as founders are planning a new company, it is an excellent time to review their own personal estate planning and life insurance, to make sure their families, businesses and partners are protected by having the proper documents and policies in place in the event that an owner, shareholder or partner dies or becomes incapacitated. A review should be done to see if life insurance or key-man life insurance is warranted, desired or affordable to fund any buy-out events.
Susan Turney negotiates and drafts a large variety of contracts and agreements of many types, understanding that experience, efficiency, and timeliness is important to the success of every business. Your attorney should work as hard as you do on your success. We listen to you and make it easy for our clients to reach us in person, by phone, email, and text during our engagements.
Susan Turney knows the value of having proper corporate documentation in place at the formation of a company. Buyers place value on company minute books and contracts being in good order, and Susan can review your company minute books and contracts to identify potential issues prior to a potential sale or to listing the business for sale with a business broker or investment banking firm. She also regularly works with business owners to review their company documents so that the time and cost of resolving issues related to the death, divorce, or disagreement of the owners can be addressed in advance using shareholder agreements, partnership agreements, or company agreements with buyout and buy-sell provisions plus clear authority for shareholders, members, managers, partners, and directors.
Susan Turney understands that your contracts are important, sometimes central, to the success of your business. We negotiate, draft, and review all types of contracts and agreements, such as master service agreements, indemnity agreements, distributor contracts, and commercial and industrial lease agreements.
Your partners and advisors matter. As a business owner, you know your partner can make all the difference in success for your business. Build a strong team – your CPA, your insurance broker, and the experienced business law attorneys of Turney & Espino, PLLC.
When you need local, experienced and responsive legal counsel, let us be part of your team. With over 32 years combined experience, our business law, estate planning and probate attorneys provide the legal guidance you need quickly and efficiently. Call or email our office in Spring, The Woodlands, Texas today. Service areas include businesses and individuals in Texas, Houston, the Houston Metro Area, Spring, The Woodlands, Conroe, Magnolia, Montgomery, and throughout Harris and Montgomery Counties.