Recently, we have been advising some clients and potential clients regarding possible acquisition opportunities created by the COVID-19 pandemic. The changing customer base and buying habits are substantially changing numerous industries and are creating opportunities for new businesses and businesses whose owners can rapidly change their business and sales models to operate profitability in today's new environment.
COVID-19 is Affecting How you Buy a Business
In Texas, it does matter how you sign your contracts!!
I continually stress to our business clients that they should always sign any contracts, agreements, purchase orders, change orders, or other written documentation with their company's signature block and their representative title, if they intend the agreement to be on behalf of their company. In this day of cut and paste, downloading forms and contracts off the web, a lot of clients seem to forget this wise advice.
Why Your LLC Needs an Operating Agreement
Setting up an LLC in Texas is a relatively simple task that requires very little information. To successfully form an LLC in Texas you only need to provide the name of the LLC, the registered agent's name and address, identify the LLC's members or managers, a statement of the LLC's purpose, and identify the LLC's organizer.
Entity Formation Considerations
With the advent of self-help legal websites and advances in on-line entity formation tools offered by many states, it is now easier than ever for anyone to form their own legal entity without the assistance of an attorney. However, the convenience offered by such options does come at a price that you may well end up paying down the road. Here are just a few of the things that you may be missing by opting to go without personal, professional legal representation in setting up a new entity:
Self-Employment Taxes Overview
The self-employment tax is an additional tax levied on self-employment income under the Self-Employment Contribution Act (SECA). The self-employment tax is comprised of a 12.4% Social Security tax and a 2.9% Medicare tax, for a combined 15.3% tax. The self-employment tax is in lieu of the tax on wages under the Federal Insurance Contributions Act (FICA), pursuant to which an employer is required to withhold Social Security and Medicare taxes from wages paid to the employee and to pay the employer's own share of these taxes.
Texas Supreme Court Rejects Minority Shareholder Oppression
The concept of "majority rules" is a concept with which we are all no doubt familiar. But what happens when the majority owners of a closely held business exploit their power over minority owners in an abusive or oppressive manner? Is there no standard of fairness or other limitation on the power of the majority when it comes to corporate governance? Over the last two decades, some Texas courts have answered those questions in the affirmative by acknowledging the existence of a cause of action for what has been called "minority shareholder oppression". Courts have even gone so far as to require majority owners to purchase the ownership interests of affected minority owners in some of those cases. However, the existence of this amorphous and often-debated area of corporate law may be over.
