Texas Business Organizations Manual, 2024 Edition

Summary of Contents

A detailed chapter table of contents immediately precedes the text of each chapter.

Introduction
Overview of how to use the manual and features available in the online and downloadable digital versions of the manual

Part I Introduction to Business Entities
1 Ethics; Considerations in Representation
Discussion of identifying the client when forming a business entity, representing owners, and representing business entities

2 Choice of Entity
Road map to choosing the proper business entity type for the client, with the different characteristics of each entity

3 Unincorporated Entities
Discussion of several types of unincorporated organizations, which do not require formal registration filings

4 Formation and Filing
Practice notes on choosing and reserving an entity name, designating a registered agent, and forming the entity with the Texas secretary of state

5 Postformation Considerations
Practice notes on the requirements for the registered agent’s office, updating the registered agent’s office address, the penalties for failing to properly maintain the registered agent’s office, reinstating an inactive entity, correcting filing instruments, and privacy issues

Part II Partnerships
6 Partnerships
Overview of general partnerships and practice notes on the formation and filings of limited partnerships, limited liability partnerships, and limited liability limited partnerships

Part III Limited Liability Companies
7 LLC Formation
Overview of the formation process; practice notes on choosing an LLC name, registered agent, duration, purpose, and governing authority; and an LLC checklist and postformation client letter

8 LLC Maintenance
Practice notes on amending the LLC’s certificate of formation, filing an assumed name, maintaining the registered agent and registered agent’s office, and filing the annual franchise tax report and forms for various notices, bills of sale, and lease agreements

9 Investing in LLCs
Practice notes on LLC membership percentages, investment documents, and LLC securities

10 LLC Operating Agreements
Overview of the LLC operating agreement; practice notes on failure to maintain a proper operating agreement, on management roles, and on buy-sell agreements; and forms for various types of company agreements

11 LLC Taxation
Practice notes on tax treatment of LLCs, including tax treatment elections such as default disregarded entity treatment and default partnership treatment, S Corporation and
C Corporation elections, audits, and indemnification

12 Series LLCs
Overview of series LLCs; a comparison of series LLCs vs. LPs; and a form for series LLC
company agreements

13 Nonprofit LLCs
Overview of nonprofit LLCs

14 Professional Limited Liability Companies
Practice notes regarding PLLCs generally and their purpose

Part IV Corporations

15 Corporate Ownership
Forms for bylaws, common stock, ownership interests, stock options, and warrant agreements

16 Corporate Agreements
Forms for shareholder agreements, voting trusts, proxies, and indemnification

17 Corporate Matters
Forms for board of directors and shareholders meetings, proxies, certificates of mailing,
and stock resolutions

18 Public Benefit Corporations
Overview of PBCs and practice notes on distinguishing PBCs from social purpose corporations, formation and name requirements, conversions, and derivative actions

19 Corporate Reorganization
Forms for corporate separation and redemption of shares

Part V Nonprofit Corporations
20 Nonprofit Corporations Overview
Practice notes on nonprofit corporation formation, federal tax exemption, governance, annual meetings, and IRS and secretary of state filings and forms for bylaws and corporate resolutions

Part VI Mergers, Conversions, and Terminations
21 Mergers
Description of the merger process; practice notes on the relevant statutes, secretary of state forms, plans of merger, abandonment, delayed effectiveness, errors to avoid in drafting merger documents, and the effect of a merger; and various forms for mergers

22 Conversions
Overview of conversions under Texas law; practice notes on the relevant statutes, conversion process, taxes, secretary of state forms, abandonment, errors to avoid in drafting conversion documents, and making corrections to conversions or mergers; and forms for plans of conversion

23 Terminations
Overview of terminations under Texas law and practice notes on duration expiration, voluntary and involuntary winding up and termination of each entity type, relevant statutes, winding-up procedures, canceling a dissolution, and reinstatement of an entity
Part VII Ancillary Agreements

24 Trademarks and Service Marks
Practice notes on state vs. federal registration and the effect of registration 25 Ancillary Agreements
Forms for buy-sell agreements, client-services agreements, independent contractor
agreements, and mutual nondisclosure agreements