LLC and Business Formation Lawyer in The Woodlands and Houston

LLC or corporation? Choosing the right business form in Texas

Choose the wrong vehicle and the bill arrives later: a home exposed to a business debt, a tax cost nobody planned for, or an investor who walks away because the paperwork cannot take them in. Texas offers several business forms, and each answers those questions differently. Here is the plain-language version of the three most people ask about first.

There is no one-size answer. A family bakery, a rental portfolio and a startup raising capital each need something different, and every situation depends on its facts. The conversation that picks the right form is short; its consequences last for years. That is why it pays to have it before anything is signed.

• LLC (limited liability company): the flexible all-rounder. Its owners, called members, generally are not personally liable for company debts, and it can be run by its members or by managers.
• Corporation (Inc. or Corp.): owned by shareholders and overseen by directors, a natural fit for businesses that plan to issue shares or raise outside capital. S corporation status is a separate federal tax election.
• Series LLC: one LLC divided into separate series, each able to hold its own assets and carry its own liabilities, if the formation papers and separate records are done correctly. Often used for several properties or business lines.

Partnerships and professional firms: GP, LP, LLP, PLLC and PC

Partnerships catch many owners off guard. Two people who simply go into business together for profit may already have a general partnership, with nothing filed at all, and under Texas law general partners can be personally on the hook for the partnership’s debts. Knowing the alternatives is how you protect your house, your savings and your peace of mind.

Licensed professionals should weigh their licensing board’s rules alongside the business code before choosing. We look at both, so the structure fits your practice rather than forcing your practice to fit the structure. If you already run a business with a partner on a handshake, now is the moment to put a proper shield in place.

• GP (general partnership): created by agreement, written or even oral. Simple, but with no liability shield for the partners.
• LP (limited partnership): a general partner who runs the business and carries the liability, plus limited partners who invest without taking on that exposure. Requires a certificate of formation.
• LLP (limited liability partnership): a general or limited partnership that registers with the Secretary of State to limit its partners’ liability, then files an annual report to keep it.
• PLLC (professional limited liability company): an LLC for licensed professionals, such as lawyers or nurses, formed on its own state form.
• PC (professional corporation): the corporate version for licensed professions, also formed on its own state form.

How to form an LLC in Texas, step by step

Filing online takes minutes. Getting it right takes judgment, because the certificate you file and the agreement behind it decide who controls the company, how profits are shared and what happens when an owner leaves. We handle every step below, draft your governing documents in plain English and hand you a clear calendar of what comes next, so nothing important slips.

• A certificate of formation filed with the Texas Secretary of State: Form 205 for an LLC, Form 201 for a corporation, Form 207 for an LP, Forms 206 and 203 for professional entities.
• A registered agent with a physical Texas address who has agreed to serve. The company cannot act as its own agent.
• A company agreement for an LLC, or bylaws for a corporation. They are not filed with the state, but they hold the real rules of your business.
• An EIN, your federal tax number, which the IRS issues free when you apply directly.
• Texas franchise tax: LLCs and corporations generally file an annual report with the Comptroller, normally due May 15, even in years when no tax is owed.
• An assumed name certificate if you will trade under a name other than the company’s legal name.

Foreign owners and investors forming a U.S. company

For owners outside the United States, a U.S. company can open doors to customers, contracts and capital, but the traps are hard to see from abroad. Texas law does not require company owners to be U.S. citizens or residents. You will still need a Texas registered agent, and if the person in charge has no U.S. Social Security or taxpayer identification number, the EIN must be requested from the IRS by phone, fax or mail rather than online.

Then come the annual filings. A U.S. single-member LLC wholly owned by a foreign person generally must file IRS Form 5472 with a pro forma Form 1120, and penalties for missing it can keep growing until it is fixed. Federal beneficial ownership reporting no longer applies to companies created in the United States, though it can still reach foreign entities registered to do business here. We work in English, French and Spanish and coordinate every jurisdiction involved.

Joint ventures, shareholder agreements and investor structures

Most business disputes begin with an agreement that was never written, or written too thinly. Who decides? Who puts in more money when it is needed? What happens if a co-owner wants out, falls ill or stops pulling their weight? Our joint venture and shareholder arrangements answer those questions while everyone is still on good terms.

Georges C. Nama, Esq. serves on AIEN model-contract committees, including the one on Incorporated Joint Venture Agreements, and the firm brings more than 50 years of combined experience. From our main office in The Woodlands, serving Houston and clients abroad, you deal directly with the lawyer who drafts your documents, with roles and scope agreed before work begins.

This page provides general information, not legal advice. Every situation depends on its facts. Contacting the firm does not create an attorney-client relationship.