Organizing and Operating a Small Business

AuthorCindy Stormer
Pages703-766
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 TOOLS8−2
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
8−3ORgAnIzIng 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

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