Ask a Lawyer, David L. Leon, Attorney, Dallas, Texas (214) 696-0021 » business formation

I want to start a new business. In order to attract customers, can I call my business a “wholesaler” even though I sell to the public?

David Leon — Tue, 26 May 2009 01:06:24 +0000

No. If you are not a wholesaler, you cannot advertise your business as a ‘wholesale’ business. Sec. 17.11 of the Texas Business and Commerce Code specifically prohibits this, as this would be a deceptive trade practice. This type of behavior is a misdemeanor. The statute provides:

DECEPTIVE WHOLESALE AND GOING-OUT-OF-BUSINESS ADVERTISING. (a) In Subsection (b) of this section, unless the context requires a different definition, “wholesaler” means a person who sells for the purpose of resale and not directly to a consuming purchaser.

(b) No person may wilfully misrepresent the nature of his business by using in selling or advertising the word manufacturer, wholesaler, retailer, or other word of similar meaning.
…
(d) A person who violates a provision of Subsection (b) or (c) of this section is guilty of a misdemeanor and upon conviction is punishable by a fine of not less than $100 nor more than $500.

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I formed a corporation online. What do I do next?

David Leon — Mon, 09 Mar 2009 03:08:18 +0000

Our office receives this inquiry quite often. In many cases, a person incorporates using online forms. They then receive their charter, thinking they are ready to transact business. This is not necessarily the case. The next step should be for the board of directors to call and hold an initial organizational meeting. During the organizational meeting, the board should adopt bylaws, elect officers, issue stock and transact any other business as necessary. The directors calling the meeting shall give at least three (3) days notice thereof by mail to each director, stating the time and place of the meeting. If you plan to invest time and money into your new business, you should consider ensuring that it is properly set up. Our office has assisted people with the completion of the organizational meeting. Please Contact Us for an appointment to have your new business reviewed, and to have us assist you with the completion of the organizational meeting.

27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (0)
05/07/2009 -- What is an organizational meeting? (0)
25/05/2009 -- I want to start a new business. In order to attract customers, can I call my business a “wholesaler” even though I sell to the public? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
08/03/2009 -- My corporation dissolved, but there is still unfinished business. What can it do after the dissolution? (0)
06/03/2009 -- What is business insurance planning? (0)
01/03/2009 -- Why would I want to incorporate my business or form a limited liability company? (0)
15/02/2009 -- I entered into a contract over the Internet. I’m in Texas and the other party is not, whose law applies? (0)
21/12/2008 -- I am the sole owner of my business. Do I still need to have annual meetings? (0)

Why would I want to incorporate my business or form a limited liability company?

David Leon — Mon, 02 Mar 2009 00:41:08 +0000

The most common reason for incorporating a business is to separate an individual’s liabilities from those of a business. For example, a company may enter into a contract with a third party. If the business subsequently dissolves, the individual owners of the business might not be liable for the debt in many circumstances. Additionally, a business entity allows a person to easily raise capital, and spread ownership among others. Our office forms business entities and helps to ensure that they are formed properly. Contact Us for more information.

08/03/2009 -- I formed a corporation online. What do I do next? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (0)
05/07/2009 -- What is an organizational meeting? (0)
25/05/2009 -- May I advertise that I’m “going out of business” even if I’m not? (0)
25/05/2009 -- I want to start a new business. In order to attract customers, can I call my business a “wholesaler” even though I sell to the public? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
08/03/2009 -- My corporation dissolved, but there is still unfinished business. What can it do after the dissolution? (0)
06/03/2009 -- What is business insurance planning? (0)
15/02/2009 -- I entered into a contract over the Internet. I’m in Texas and the other party is not, whose law applies? (0)

Can a business entity use a fictitious name?

David Leon — Sat, 28 Feb 2009 05:31:26 +0000

Yes. An entity may use a fictitious in most instances. The company must have permission to file the dba and the dba must be available. The company is still subject to other Texas laws regarding the use of trade names, and comply with trademark laws. Fictitious names allow a company to use a name other than its corporate name. We can help your business with the appropriate filings. Contact Us for more information.

08/03/2009 -- I formed a corporation online. What do I do next? (0)
27/02/2009 -- What is a fictitious name? (0)
05/07/2009 -- What is an organizational meeting? (0)
25/05/2009 -- I want to start a new business. In order to attract customers, can I call my business a “wholesaler” even though I sell to the public? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
08/03/2009 -- My corporation dissolved, but there is still unfinished business. What can it do after the dissolution? (0)
06/03/2009 -- What is business insurance planning? (0)
01/03/2009 -- Why would I want to incorporate my business or form a limited liability company? (0)
15/02/2009 -- I entered into a contract over the Internet. I’m in Texas and the other party is not, whose law applies? (0)
21/12/2008 -- I am the sole owner of my business. Do I still need to have annual meetings? (0)

What is a fictitious name?

David Leon — Sat, 28 Feb 2009 05:29:11 +0000

A fictitious name (also called a d/b/a or “doing business as”) is the least expensive method for conducting business. Under this scenario, there is no distinction between the individual and the business. From a tax standpoint, there is no difference between the individual’s income and expenses, and those of the business. The business owner is personally liable for the obligations and debts of the business. Taken literally, a d/b/a is just a nickname of the individual that created it. In this case, the name is a business name. For example, Joe wants to create a business to do computer repairs from his home. Joe can file a dba as “Fix It Quick”. Joe can now receive checks made out to Fix It Quick. For individuals, a dba does not have a separate tax identification number in most instances. Contact Us for more information.

08/03/2009 -- I formed a corporation online. What do I do next? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
05/07/2009 -- What is an organizational meeting? (0)
25/05/2009 -- I want to start a new business. In order to attract customers, can I call my business a “wholesaler” even though I sell to the public? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
08/03/2009 -- My corporation dissolved, but there is still unfinished business. What can it do after the dissolution? (0)
06/03/2009 -- What is business insurance planning? (0)
01/03/2009 -- Why would I want to incorporate my business or form a limited liability company? (0)
15/02/2009 -- I entered into a contract over the Internet. I’m in Texas and the other party is not, whose law applies? (0)
21/12/2008 -- I am the sole owner of my business. Do I still need to have annual meetings? (0)

I want to start a business in Texas. Do I need a lawyer?

David Leon — Sun, 25 Nov 2007 05:51:09 +0000

Although there are several ways you can form a business yourself without an attorney, there are several different types of entities to choose from when you form a business in Texas. Depending on what your plans are, and what your business model is, there are several choices. An attorney can assist you with selecting the appropriate type of entity to choose. After you have selected the type of entity, our firm can set up the company and assist you with the stock or unit issuance and organizational meetings. Contact Us for more information.

25/05/2009 -- I want to start a new business. In order to attract customers, can I call my business a “wholesaler” even though I sell to the public? (0)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (0)
05/07/2009 -- What is an organizational meeting? (0)
05/07/2009 -- What is usury? (0)
25/05/2009 -- I am an internet service or email provider. May I block emails that I believe are in violation of the Texas anti-spam laws? (0)
25/05/2009 -- I run an electronic mail service or internet service provider. Can I be sued if one of my clients sends unsolicited commercial email (spam) without my knowledge? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
12/03/2009 -- What is business succession planning? (0)