Business law encompasses all of the laws that dictate how to form and run a business. This includes all of the laws that govern how to start, buy, manage and close or sell any type of business. Business laws establish the rules that all businesses should follow. A savvy businessperson will be generally familiar with business laws and know when to seek the advice of a licensed attorney. Business law includes state and federal laws, as well as administrative regulations.

We have a reputation for excellence in business litigation and transactions. We rely on our experience and abilities to develop and execute strategies to negotiate and consummate business deals and prosecute or defend against a wide variety of claims.

Entity formation

Options for Forming a New Business in Texas

• A sole proprietorship (i.e., doing business in your individual name)
• A general partnership or limited partnership
• A limited liability partnership (LLP)
• A limited liability company (LLC)
• A C-corporation or S-corporation
• What are the Differences Between a Partnership, Corporation, and a Limited Liability Company?

There are entire books devoted to the differences between partnerships, corporations, limited liability companies, and other legal entity structures. However, for most businesses and individuals, the primary differences include:

Liability Risk – General partners are exposed to personal liability, while limited partners, corporate shareholders, and LLC members enjoy limited liability. This means that – assuming the partnership, corporation, or LLC has been formed and managed properly – its owners will generally not be exposed to personal liability for the business’s debts.

Income Tax – By default, partnerships, LLCs, and S-corporations are pass-through entities, meaning that the business’s income gets reported on its owners’ tax returns. In contrast, C-corporations are subject to corporate income tax (in addition to the personal income tax at the shareholder level). Which option is the most advantageous will depend upon a number of different factors that are unique to each individual business.

Formalities and Flexibility – Generally speaking, partnerships and LLCs are subject to fewer formalities than corporations. LLCs also generally offer a greater level of flexibility when it comes to structuring ownership and control. However, corporations can offer greater flexibility with regard to shareholders’ rights.

Transferability of Shares – If one of your goals is to build a business you can sell, this should factor into your choice of entity, as well.

Why Should I Hire a Business Law Attorney to Form My New Business Entity?

While there are a number of self-help options available online, it is strongly advisable to hire a business attorney to form your new business entity. There is much more involved in the process than simply filing a form and paying a filing fee, and you will need an experienced attorney who can help you prepare all of the necessary documentation (including a partnership, shareholder, or operating agreement).

Contracts and Agreements

Clear, written contracts are important in business. Unfortunately, not everyone knows how to properly draft a contract and ambiguities can happen.

Contract Services Offered by Sarah Brooks Law Firm:

• Drafting or revising contractual documents
• Reviewing, analyzing, and providing our opinion as to contracts
• Negotiation regarding contractual provisions
• Advocacy and litigation regarding client contracts

Common Contract Problems that can Lead to Lawsuits

• Questions whether a party to the contract understood the terms of the agreement;
• Vague or unclear terms or provisions in the contract;
• A lack of mutual obligations or rights (in other words, one party has no obligation to pay or right to get a service or item);
• Inadequate provisions regarding either party’s representation regarding the condition of the goods being sold or specific types of services to be provided (or not provided).
• Employment Agreements

Senior executives, employees with special skills, or employees hired to work on specific projects will typically get an offer of employment for a specific contracted time. These contracts typically have very specific compensation packages that can include renewal options, performance bonuses, stock options, and profit-sharing.

Employment contracts can include agreements that the company will own any and all:

• Software
• Inventions
• Work product
• Business strategies
• Trade secrets
• Client lists
• Intellectual property created by the employee

Companies legally enforce this with:

• Non-Disclosure agreements (NDA)
• Non-Solicitation Agreements
• Non-Compete Agreements

It’s critical to carefully examine and consider the effect an employment agreement could have on your options for future employment in your field and be aware of what recourse you have if the employer doesn’t live up to what is stated in the contract. Getting experienced legal counsel to review your employment agreement before signing is a great way to mitigate risk and avoid headaches or litigation down the road.