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

What is an organizational meeting?

David Leon — Sun, 05 Jul 2009 21:16:07 +0000

After forming a new corporation, an organizational meeting is to be held by the directors. At this meeting, the officers and directors of the corporation are elected, the bylaws adopted, and the stock is issued to the shareholders. (Texas Business & Corp. Act, Sec. 3.06)

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)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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)
21/12/2008 -- What sort of forms do I need to complete for my business before the end of the year? (0)
24/11/2007 -- I have a simple transaction that I need to complete for my business. Do I need a contract? (0)

May I advertise that I’m “going out of business” even if I’m not?

David Leon — Tue, 26 May 2009 01:08:08 +0000

No. Texas Business and Commerce Code Sec. 17.11 specifically prohibits this practice. Further, this behavior is a misdemeanor.

DECEPTIVE WHOLESALE AND GOING-OUT-OF-BUSINESS ADVERTISING.
(c) No person may wilfully misrepresent the ownership of a business for the purpose of holding a liquidation sale, auction sale, or other sale which represents that the business is going out of business. A person who advertises a liquidation sale, auction sale, or going-out-of-business sale shall state the correct name and permanent address of the owner of the business in the advertising.
(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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25/12/2009 -- Can a credit card company sue you in the state of Texas? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
25/05/2009 -- Is it against the law to falsify (munge) internet headers or use fake subject lines when sending unsolicited emails? (0)
01/01/2010 -- I have a judgment against me for a credit card debt. Can they take my house? (0)
25/12/2009 -- I’ve been charged with providing a false statement to obtain credit. What exactly is this and what can they do? (0)
05/07/2009 -- What is an organizational meeting? (0)
30/06/2009 -- I’ve done all that and the collection agency is still harrassing me. What can I do? (0)
30/06/2009 -- Can I stop a debt collector from contacting me? (0)
30/06/2009 -- Can a debt collection agency contact my work? (0)

I want to send an unsolicited commercial email in Texas. How do I comply?

David Leon — Tue, 26 May 2009 00:32:32 +0000

Texas provides a limited safe harbor for unsolicited commercial email (a/k/a bulk email or SPAM) Please note, that other states may have different laws that would apply to email sent to residents of that state.

See 321.051 of the Texas Business and Commerce Code. Sec. 321.052.

REQUIREMENT FOR TRANSMISSION OF UNSOLICITED COMMERCIAL ELECTRONIC MAIL MESSAGES.
(a) A person may not intentionally take an action to transmit an unsolicited commercial electronic mail message unless:
(1) “ADV:” appears first in the subject line of the message or, if the message contains obscene material or material depicting sexual conduct, “ADV: ADULT ADVERTISEMENT” appears first in the subject line; and
(2) the sender or a person acting on behalf of the sender provides a functioning return electronic mail address to which a recipient of the message may, at no cost to the recipient, send a reply requesting the removal of the recipient’s electronic mail address from the sender’s electronic mail list.
(b) A sender shall remove a person’s electronic mail address from the sender’s electronic mail list not later than the third day after the date the sender receives a request for removal of that address under Subsection (a)(2).

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 contracted with a company to send email ads for me, but I didn’t know they violated the law. Can I still be sued? (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 -- Can I create a class action lawsuit to go after a spammer in Texas? (0)
25/05/2009 -- My email servers were used by a spammer to send unsolicited emails. Can I go after the spammer? (0)
25/05/2009 -- Is there a civil penalty in Texas for sending unsolicited commercial email (UCE or Spam)? (0)
25/05/2009 -- Is it a crime to send a sexually explicit unsolicited commercial email? (0)
25/05/2009 -- Is it against the law to falsify (munge) internet headers or use fake subject lines when sending unsolicited emails? (0)
14/06/2009 -- I’d like to sue a spammer who used my equipment. Can I do this while still protecting my trade secrets? (0)
05/07/2009 -- What is an organizational meeting? (0)

My corporation dissolved, but there is still unfinished business. What can it do after the dissolution?

David Leon — Mon, 09 Mar 2009 03:19:04 +0000

A dissolved corporation in Texas shall continue its corporate existence for a period of three years from the date of dissolution, for the following purposes:

(1) prosecuting or defending in its corporate name any action or proceeding by or against the dissolved corporation;

(2) permitting the survival of any existing claim by or against the dissolved corporation;

(3) holding title to and liquidating any properties or assets that remained in the dissolved corporation at the time of, or are collected by the dissolved corporation after, dissolution, and applying or distributing those properties or assets, or the proceeds thereof.

05/07/2009 -- What is an organizational meeting? (0)
25/05/2009 -- I want to send an unsolicited commercial email in Texas. How do I comply? (0)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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)
21/12/2008 -- What sort of forms do I need to complete for my business before the end of the year? (0)
24/11/2007 -- I have a simple transaction that I need to complete for my business. Do I need a contract? (0)

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)

What is business insurance planning?

David Leon — Sat, 07 Mar 2009 01:27:22 +0000

Business insurance planning includes insurance against the loss of a key person who is vital to the survival of a business. This type of policy can be used to inject cash into a business in order to survive while you replace the lost person. It can also cover buy/sell agreements, allowing the surviving member of the business to buy out the deceased member’s interest. Other types of insurance planning include wholly owned or captive insurance companies, umbrella insurance policy planning and commercial liability. Contact Us for more information.

05/07/2009 -- What is an organizational meeting? (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)
08/03/2009 -- My corporation dissolved, but there is still unfinished business. What can it do after the dissolution? (0)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
08/03/2009 -- I’m selling my restaurant or bar. It has a mixed beverage permit. Is the mixed beverage permit transferable? (0)
06/03/2009 -- What is a “work for hire”? (0)
06/03/2009 -- What is sexual harassment? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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 entered into a contract over the Internet. I’m in Texas and the other party is not, whose law applies?

David Leon — Sun, 15 Feb 2009 21:53:29 +0000

As a general rule, if a contract made solely over the Internet between a person located in this state and a person located outside this state who does not maintain an office or agent in this state for transacting business in this state, then Texas law applies unless each Texas party:

(1) is given notice that the law of the state in which another party to the contract is located applies to the contract; and

(2) agrees to the application of that state’s law.

(Texas Bus & Commerce Code Sec. 271 & 274)

If you have an issue you would like to discuss with us, please Contact Us.

05/07/2009 -- What is an organizational meeting? (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)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
08/03/2009 -- How long do I have to sue for breach of contract? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (0)
21/12/2008 -- I am the sole owner of my business. Do I still need to have annual meetings? (0)
21/12/2008 -- What sort of forms do I need to complete for my business before the end of the year? (0)

I am the sole owner of my business. Do I still need to have annual meetings?

David Leon — Sun, 21 Dec 2008 21:23:11 +0000

It’s still a great idea to document what has transpired over the past year with your business, even if you are the only owner. This puts you in the habit of observing company formalities, and it makes it easier for you to recall what happened in a given year, should an issue later arise.

05/07/2009 -- What is an organizational meeting? (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)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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 -- What sort of forms do I need to complete for my business before the end of the year? (0)
24/11/2007 -- I have a simple transaction that I need to complete for my business. Do I need a contract? (0)

What sort of forms do I need to complete for my business before the end of the year?

David Leon — Sun, 21 Dec 2008 21:21:27 +0000

This is a common question. Most companies and partnerships in Texas should complete some end of year meetings. The notes from these meetings, called “minutes” should be placed with the company’s records. The minutes should contain signatures of all owners of the company, and a list of any important business that has been transacted since the past meeting. You can also take this opportunity to have your board of managers / board of director elections for the upcoming year, double check that the registered agent and public information reports (PIR) are up to date. Contact Us for more information.

05/07/2009 -- What is an organizational meeting? (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)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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)
24/11/2007 -- I have a simple transaction that I need to complete for my business. Do I need a contract? (0)

I have a simple transaction that I need to complete for my business. Do I need a contract?

David Leon — Sun, 25 Nov 2007 05:57:03 +0000

The purpose of the contract is to ensure that both sides of an agreement are fully aware of their respective obligations. This is referred to as a “meeting of the minds.” In some cases, one or both parties may have had a different expectation of a transaction, even if the transaction was supposed to be simple. Also, sometimes there is a situation that prevents one side or the other from performing as promised. This is where you need to have a well drafted contract. If done properly, contracts can help avoid litigation, and can protect you and your business if an unexpected event occurs. Contact Us for more information.

05/07/2009 -- What is an organizational meeting? (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)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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)
21/12/2008 -- What sort of forms do I need to complete for my business before the end of the year? (0)

I have an out of state business. How can I conduct business in Texas?

David Leon — Sun, 25 Nov 2007 05:55:45 +0000

If you have more than an insolated transaction occuring in Texas, then you will need to either set up a Texas subsidiary or qualify your foriegn company to transact business within the State of Texas. If you are qualifying an out of state entity, then you need to petition the Texas Secretary of State’s office for a Certificate of Authority to transact business within the state. This also requires obtaining a Certificate of Good Standing in your company’s home state, as well as a company meeting to ratify this process. Contact Us for more information

05/07/2009 -- What is an organizational meeting? (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)
08/03/2009 -- I formed a corporation online. What do I do next? (0)
06/03/2009 -- What is business insurance planning? (0)
27/02/2009 -- Can a business entity use a fictitious name? (0)
27/02/2009 -- What is a fictitious name? (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)
21/12/2008 -- What sort of forms do I need to complete for my business before the end of the year? (0)