Entity Formation

Steven Besly assists owners and their CPA’s in determining  entity structure and properly forming the correct entity for both tax and liability protection.

• Sole Proprietorship
• General Partnership
• Corporation (Inc.) with or without an S election
• Close Corporation (Inc.)
• Limited Liability Company (LLC)
• Series LLC
• Limited Partnership (LP)
• Limited Liability Partnership (LLP)

Are professional Services being offered? If so consult the Secretary of State’s Guide for Determining Permissable Entity Types to determine if you need a PC, PLLC or PA.

• Professional Corporation (PC)
• Profeesional Limited Liability Company (PLLC)
• Professional Association (PA)

Governance

Obtaining a Certificate of Formation is not the end of the process but the beginning of regulatory requirements.  Bylaws, Company Agreements, Minutes, Member or Shareholder Agreements, Buy-Sell Agreements are just a few of the documents that need to be discussed and drafted to your particular circumstances.  One size does not fit all and litigation years down the road can balance on what was done or most likely not done at formation.  Straight Talk counsel means you will understand your documents so that you can govern your entity without creating personal liability for shareholders, officers and directors.  Governance requires counsel on decisions such as

• Borrowing and Financing
• Cash Calls and dillution of ownership interest
• Phantom income in pass through entities
• Distributions
• Shareholder expulsion
• Shareholder expectations including employment
• Options and employee benefits
• Buy back of stock and Right of First refusal
• Minority shareholder rights
• Mergers and acquisitions
• Asset and Stock sales
• Removal and resignation of Officers and Directors
• Amendments to a Certificate of Formation

Litigation

Straight Talk Counsel leads to client controlled, efficient, cost-effective representation. Steven Besly can assist you with:

• Member buyouts, claims of minority shareholder oppression, enforcement of covenants, shareholder agreements and rights of first refusal
• Business and commercial litigation
• Business liability and business tort litigation
• Confidentiality, non-compete and nondisclosure litigation
• Business collections and collection litigation
• Construction disputes under RCLA, DTPA, Trust Fund and Mechanic’s Lien litigation
• Contract and lease drafting, contract negotiation, and contract litigation
• Corporate liability and litigation
• Enforceability of covenants not to compete and Trade Secret litigation
• Indemnification clauses and warranties
• Joint venture and partnership contracts
• Purchase and sale agreements
• Real estate contract enforcement
• Lender liability