Organizing and Operating a Small Business

• Author: Cindy Stormer
• Pages: 703-766

8−1

OPERATING A

SMALL BUSINESS

CHAPTER 8

ORGANIZING AND

OPERATING

A SMALL BUSINESS

I. General Points

§8:01 Initial Client Interview

§8:02 Forms of Businesses

§8:03 Naming the Business

§8:04 Employees

§8:05 Licenses

§8:06 Sales Tax

§8:07 Franchise Tax

§8:08 Margin Tax and Other Taxes

§8:09 Attorney-Client Business Transactions

II. Sole Proprietorships

§8:10 General Points

§8:11 Setting Up a Sole Proprietorship

III. Partnerships

§8:20 The Partnership Agreement

§8:21 General Partnerships

§8:22 Limited Partnerships

§8:23 Limited Liability Partnerships

§8:24 Differences Among Different Types of Partnerships

§8:25 Family Limited Partnerships

IV. Corporations

A. Forming a Corporation

§8:30 Introduction

§8:31 Advantages and Disadvantages

§8:32 Incorporators

§8:33 Corporation Name

§8:34 Articles of Incorporation

TEXAS SMALL-FIRM PRACTICE TOOLS 8−2

OPERATING A

SMALL BUSINESS

§8:35 Filing the Articles

§8:36 Bylaws

§8:37 Incorporating an Existing Business

§8:38 Where to Incorporate and Other Protections

B. Maintaining and Dissolving a Corporation

§8:40 Organizational Meeting

§8:41 Officers

§8:42 Compensation

§8:43 Shares

§8:44 Common vs. Preferred Shares

§8:45 Subchapter C Corporations

§8:46 Piercing the Corporate Veil

§8:47 Articles of Dissolution

§8:48 Minority Shareholder’s Rights

C. Subchapter S Corporations

§8:50 Tax Advantage to an S Corporation

§8:51 Disadvantages of S Corporations

§8:52 Qualifying as an S Corporation

§8:53 Establishing and Dissolving an S Corporation

D. Non-Profit Corporations

§8:55 Formation

§8:56 Advantages of Non-Profit Corporations

§8:57 Disadvantages of Non-Profit Corporations

§8:58 Tax Consequences

V. Limited Liability Company (LLC)

§8:60 General Points

§8:61 Advantages and Disadvantages

§8:62 Formation

§8:63 Name Requirement

§8:64 Articles of Organization

§8:65 Membership; Regulations; Management

§8:66 Recordkeeping

§8:67 Assignment of Membership

§8:68 LLC and Creditors

§8:69 Dissolution

§8:70 Professional Limited Liability Companies (PLLC)

§8:71 Advising the Real Estate Investor

VI. Holding Meetings

§8:80 Requirement for Meetings

§8:81 Open Meetings Act

§8:82 Public Information Act

VII. Other Issues

§8:90 Premises Liability

8−3 ORgAnIzIng And OPERATIng A SMALL BuSInESS

OPERATING A

SMALL BUSINESS

Forms

Form 8:10 Intake—Business Organization

Form 8:20 Assumed Name Certificate (for Local Filing in the County)

Form 8:21 Assumed Name Certificate (for Filing With the Secretary of State)

Form 8:30 Letter to Client, Assumed Name Certificate

Form 8:35 Employment Agreement

Form 8:40 Partnership Agreement

Form 8:41 Entity Comparison Chart

Form 8:50 Letter to Secretary of State, With Articles of Incorporation

Form 8:60 Letter to Client, Forming the Corporation

Form 8:70 Articles of Incorporation

Form 8:80 Bylaws

Form 8:90 Share Certificate

Form 8:95 Certificate of Formation for a Non-Profit

Form 8:96 Checklist for Formation of a Non-Profit Corporation

Form 8:97 LLC Operating Agreement

Form 8:98 Sample Resolution (LLC)

Form 8:100 Articles of Organization (LLC)

Form 8:110 Holding Meetings

Form 8:120 Minutes

Form 8:130 Checklist, Organizing a Business

Form 8:140 Margin Tax Calculation