Integrity Law Group PLLC

Key Legal Considerations for Small Business Owners

Starting a business is an incredibly exciting venture. It can bring financial stability and independence and even a legacy for you to leave behind for your family. However, starting a business can also present unique legal challenges. Before you start operating your business, you must meet certain legal requirements. Below, our Houston business attorney outlines the checklist you need to make sure your small business is in compliance with the law.

Your Business Structure

One of the first things you must decide is the business structure you want to use. Your business structure will have a significant impact on your personal liability in the event of a business lawsuit, the manner in which you will run your business, your business taxes, and the people involved in your company. There are many different types of business structures, and they are as follows:

  • Sole proprietorship
  • General partnership
  • Corporation
  • Limited liability company
  • Limited partnership
  • Limited liability partnership

It is important to speak to a business attorney before choosing your business structure. An attorney can explain more about the different structures and help you determine which one is right for you.

Choosing Your Business Name

After determining which type of business structure you will use, you then need to think of a name for your business. The name of your business will depend on many factors, namely the type of business you are starting. For example, choosing a fun and playful name for your business may be appropriate if you are serving younger crowds or your products and services are not that serious in nature. On the other hand, if your business is more professional in nature, such as an accounting firm, you may want to choose a name that reflects that.

After deciding on a name, you will need to register and file the business name with your local county clerk’s office. You should also consider registering your business name as a trademark so you can use it exclusively.

Tax Considerations

All businesses in Texas and throughout the country have to pay taxes. You will need to obtain an Employer Identification Number (EIN) for tax purposes, as well as a sales tax permit if you are going to be selling taxable goods. For example, if you are opening a grocery store, basics such as flour, bread, and eggs are not subject to taxes. However, snack foods are taxable so you will have to obtain an EIN and a sales tax permit for the taxable goods you are selling.

Permits and Licenses

Texas law does not require you to obtain a general business license. However, depending on the type of business you are starting, you may need certain licenses and permits. These permits and licenses are issued by local councils. You may need zoning permits, health permits, building permits, occupational permits, tax permits, or signing permits. Our Houston business attorney can help you determine which permits and licenses you need so that once your business is in operation, it stays in operation.

Insurance Considerations

Texas law does not require many types of business insurance. For example, if you have employees, you can likely choose not to purchase workers’ compensation in the event that any of them become injured on the job. Purchasing workers’ compensation is not generally required of business owners in Texas. Still, there are certain types of insurance you should purchase to protect your business. If you do purchase workers’ comp, for instance, it can protect you from liability lawsuits in case one of your employees becomes hurt.

General liability insurance is also recommended for small business owners. This type of insurance can protect you from personal liability if someone becomes hurt on your business’ property. If your company uses vehicles to conduct business, you are also required to obtain commercial auto insurance.

Protect Your Intellectual Property

Your intellectual property is likely at the core of your business. It is the very thing that makes your business what it is, and what makes it stand out among your competition. Intellectual property can include trade secrets, trademarks, formulas, recipes, copyrights, and patents. Filing a patent can take as long as five years, so it is important that you start this process right away.

Making sure that your intellectual property is protected can attract investors in the future, but it also provides you with the reassurance that you will be able to keep operating your business in the same manner. For example, if you are a restaurant and do not protect the secret recipe that contributes to your success, someone else could use it in the future. In fact, they may even be able to patent it to prevent you from using it even though you were the one who created it.

Draft an Employee Handbook

It is important to draft an employee handbook that outlines your business’ policies, and the rights and responsibilities of your workers. For example, an employee handbook can outline the protocol to follow if a worker feels as though they were a victim of sexual harassment or discrimination. 

In addition to creating an employee handbook, you should also review it regularly and make the necessary revisions to ensure that your company is in compliance with federal, state, and local laws. If you do not give every worker their own individual handbook, you should keep a copy in a visible place that is easily accessible, such as a staff room.

Our Business Attorney in Houston Can Advise You of the Key Legal Considerations

Starting a business is exciting, but there are many legal considerations, as well. It is important that you know what these are so you and your company are protected. At Integrity Law Group, PLLC, our Houston business attorney can answer your questions, make recommendations, and make sure you are in compliance with all of the laws that affect your business. Call us now at (832) 280-8874 or fill out our online form to schedule a consultation with our experienced attorney and get the legal help you need.

How to Handle Contractual Infringements by Your Business Partner

After forming a business partnership, the parties often draft a formal partnership agreement. The main purpose of a partnership agreement is to detail each party’s rights and responsibilities and outline what will happen if one party breaches the agreement. A breach of a contract agreement is very difficult for all parties. Below, our Houston business law attorney outlines the steps to take after a contractual infringement by your business partner.

What is Included in a Partnership Agreement?

Forming a business partnership is about so much more than simply doing business together. It is also about establishing a contractual business relationship. The priorities and preferences of the parties involved guide the particular terms of a partnership agreement. The majority of contracts between business partners answer the following questions:

  • Which party or parties have financially contributed to the partnership, and how much were those contributions worth?
  • Which party or parties have agreed to make continuing financial contributions?
  • Is the partnership a limited partnership, a general partnership, or another form of partnership?
  • What are the legal rights and obligations of each partner?
  • How much compensation will each partner receive?
  • How will an infringement of a partnership agreement be resolved?
  • What are each of the partners’ fiduciary duties to the partnership?
  • Who has the right to vote, the obligation to vote, and when?
  • How can someone become a partner?

A properly drafted agreement with well-defined terms makes all the difference when an infringement occurs. Our Houston business law attorney can draft an agreement that will limit disputes and outline how to resolve them if they arise.

Why Do Contractual Infringements Arise?

A contractual infringement in a business partnership can happen for a number of reasons. The most common of these include:

  • Missing or ambiguous terms: When a contract is not properly drafted, it can cause confusion between the parties about their legal rights and obligations under the agreement. Missing or ambiguous terms can cause disputes to arise between partners.
  • Using company funds improperly: Infringements can arise when a partner spends company funds unscrupulously or improperly. This can affect not only the partnership but also the relationships between the partners and other associates and the business as a whole.
  • Acting without authority: Any time a partner acts without authority, it can cause issues in the business. For example, one partner may become excited about a potential business deal and sign the business up for it without obtaining the appropriate permission from the other partners.
  • Failing to recognize or address conflicts of interest: Conflicts of interest can happen when one partner is presented with an opportunity in which they will personally benefit. This alone does not necessarily create a conflict of interest, but it can be a red flag. Partners who fail to address possible conflicts of interest can breach their ethical obligations to the business.

When any of the above contractual infringements occur, there are a number of ways to resolve them.

Filing a Claim for Breach of Contract

If your partner has acted outside of the terms of the partnership agreement, you or the business may have to file a lawsuit against your partner for breach of contract. A breach of contract action can include allegations that your partner acted in bad faith. 

Under Texas law, all business partners are required to act in good faith. Business partners owe a duty of care to the company. Depending on the specific issue, you may also have to file a claim for a breach of fiduciary duties against your business partner.

Negotiating a Settlement

Not all lawsuits will end up in the courtroom. You and your partner may be able to negotiate a settlement agreement. In most cases, settlements occur while a lawsuit is pending, but there are exceptions to this. During negotiations, the parties will define what happened and the possible remedy that may be appropriate. As part of a settlement, the partners involved typically agree to keep the settlement amount and other arrangements confidential.

Expelling the Infringing Partner from the Business

Depending on the specific circumstances and the terms of the partnership, it may be possible to remove the infringing partner from the business. The applicable law and the terms within the contract, such as a buy-sell agreement, may determine if this option is available to you.

Pursuing Damages

The best option for remediating harm sustained by the business may be to pursue damages from the infringing partner. Again, the terms of the partnership agreement and the applicable law may define the amount of damages that are available. A business law attorney can help you maximize the damages you can pursue.

What Happens if You and Your Partner Do Not Have a Formal Agreement?

It is always recommended that business partners draft an agreement in the event that a dispute arises. However, not all partners draft these contracts when forming a partnership. If this is the case for you, there are still possible options under the Texas Business Organizations Code if your business partner has acted improperly. 

The Code provides options if you have a partial or incomplete agreement. Under Section 152.211(a), you can move forward if your partner has violated any duties under the partnership. To understand what these are, it is important to work with a Houston business law attorney who can advise you or your legal options.

Our Business Law Attorney in Houston Can Help After a Contract Infringement

For business owners, there is nothing more important than protecting your business, your investments, and your business relationships. At Integrity Law Group, PLLC, our Houston business law attorney has the ability to draft an agreement for you that will help you accomplish all of these tasks. 

If your partner has already infringed on a contract, we can advise you of your legal options and the next steps to take, as well. Call us now at (832) 280-9197 or fill out our online form to schedule a consultation with our experienced attorney and learn more about how we can help.

Protecting Your Personal Assets in the Event of a Business Lawsuit

It is critical to protect your personal assets in business, particularly when you are facing a lawsuit. A lawsuit will be bad enough for your business, but you do not want it destroying your personal property, as well. Below, our Houston business law attorney outlines some of the best ways to protect your personal assets in the event of a business lawsuit.

Use Proper Business Entities

Using the right business entity is critical for protecting your personal property in the event of a business lawsuit. To give yourself peace of mind and a sense of security, you should consider all possible options before making a final decision, from limited partnerships to corporations to LLCs. Do not unnecessarily make yourself vulnerable. By establishing the proper business entity, you will have legal protection in the event of litigation or a business dispute. The different business entities and the protection they do or do not provide are as follows:

  • Sole proprietorships: As a sole proprietor, you and your personal assets have no protection in the event of a business lawsuit. One mistake can jeopardize your personal assets, as well as your business’ profits and income.
  • General partnerships: A business partnership can be profitable for all parties, but it can also come with some risks. If your business is sued, you and your partner could be held jointly liable, so it is important to choose partners carefully.
  • Limited partnerships: A limited partnership will allow you to enjoy the benefits of being an entrepreneur without exposing yourself to the risks associated with it. When you structure your business as a limited partnership, any lawsuits filed against the business do not extend to any assets outside of it. 
  • Corporations: Establishing a corporation is a great way to protect your personal assets in the event of a business lawsuit. Generally speaking, your personal assets are not vulnerable to a business lawsuit unless fraud is involved.
  • Limited Liability Companies: LLCs offer great asset protection, as well as flexible taxation options. Owners of an LLC can protect their business from creditors, who would only be awarded a membership interest without gaining control or access over the assets of the company.

Insurance

Certain professions, such as doctors, financial advisors, and real estate agents, are at particular risk of having a lawsuit filed against them. Insurance is very valuable when trying to protect your personal assets, so it is critical to ensure that coverage is sufficient and that it remains current. Sometimes, investing in extra coverage can be the difference between staying afloat or facing financial ruin during a lawsuit. The different types of insurance businesses may need are as follows:

  • Homeowners insurance
  • Commercial liability insurance
  • Worker’s compensation insurance
  • Auto insurance
  • Umbrella coverage
  • Long-term care insurance

Utilize Retirement Accounts to Protect Assets

Under federal law, retirement accounts offer a great deal of asset protection. Retirement plans that are ERISA-qualified have unlimited asset protection. It is critical to consult with a Texas business law attorney who knows the law and who can help determine whether creditors can choose between the federal and state exemption amounts.

Titling

You can protect property that is co-owned by looking at the titling options that are available. Tenancy by the entirety is an agreement between married couples that is legally binding and that protects the primary residence from a spouse’s creditors. This option does not always apply to investment properties, but there may be other forms of protection, such as tenants in common or joint tenancy, which can provide protection in the event the owner of the property passes away. To fully understand what title you need for your situation and to secure maximum asset protection, it is important to consult a lawyer who can help with these options.

Transfer Ownership to Family Members

Maintaining control of your assets is critical to ensure your financial security. By creating an irrevocable trust, you can place property into the trust, which protects it from creditor claims while also providing an inheritance or income stream for your family members and other loved ones in the future. This is only a viable option if you have sufficient funds, and the transfer of ownership will not leave you insolvent. Some of the most common types of trusts used to protect assets from lawsuits are as follows:

  • Domestic asset protection trust: This type of trust exists solely for the benefit of the person who created the trust. A domestic asset protection trust allows the creator to keep a certain degree of interest in the property in the trust. Unlike in other states, though, a domestic asset protection trust does not protect the creator if they are also the beneficiary of the trust.
  • Lifetime qualified terminable interest trust: A lifetime qualified terminable interest trust is for the benefit of the spouse, and they utilize the gift tax marital deduction to reduce overall taxes. This type of trust can also use the federal estate tax exemption for the less wealthy spouse and provide a lifetime of asset protection for the benefit of the wealthier spouse.
  • Medicaid planning trust: Through a Medicaid planning trust, a person can qualify for Medicaid and still maintain an income for the spouse who does not apply. When assets are transferred into these trusts, they can pass to heirs who are protected from the government’s estate recovery, which would require the Medicaid assets to be paid back during the lifetime of the creator.
  • Spousal lifetime access trust: A spousal lifetime access trust is created for the benefit of a spouse and uses the lifetime gift tax exemption as well as the annual exclusion gifts.

Our Business Law Attorney in Houston Can Help Protect Your Assets

As a business owner, it is important that you not only protect your company, but your personal property, as well. At Integrity Law Group, PLLC, our Houston business law attorney can advise on your case and suggest the best asset protection tools to use. Call us now at (832) 280-8874 or contact us online to schedule a consultation and to learn more.

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