Posts Tagged business transactions
Can I do my company meetings by telephone or video conference?
Posted by David Leon in Business law on 17/05/2010
If your company documents allow for the use of electronic meetings, then yes, you can conduct your meetings using conference calls or the internet. You need to ensure that each participant is properly identified and can communicate with all other participants, and a record of votes must be kept.
Also, if all participants agree in writing in advance, a meeting may be held electronically.
Sec. 6.002 Texas Business Organizations Code
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Our company needs to have an annual meeting. Where should we have the meeting?
Posted by David Leon in Business law on 17/05/2010
You can have the company’s meetings at the place that is provided in the entity’s company documents. If there is no place mentioned in the company documents, then the meetings can be held at the registered office of the company. As always, if all agree, then the meeting can be held anywhere.
Sec. 6.001 Texas Business Organizations Code.
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What is a registered agent?
Posted by David Leon in Business law on 17/05/2010
A registered agent is a person or entity whose job it is to receive service of process, notice, or demand required or permitted by law to be served on the entity. The code requires that each filing entity must designate and continuously maintain an agent in the state.
Sec. 5.201 Texas Business Organizations Code
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I have a Texas business. Can I conduct business using another name?
Posted by David Leon in Business law, Intellectual Property on 17/05/2010
Yes. A business entity registered in Texas may use an assumed name to conduct business, provided that it registers the assumed name (Texas Business Organizations Code Sec. 5.051.) Also, the business should double check that the name does not violate the trademark of another.
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A person filed a false document with the secretary of state’s office. Is this a crime?
Posted by David Leon in Business law, Criminal Defense on 17/05/2010
Yes. It is a misdemeanor (class A) to knowingly file a materially false document with the Texas Secretary of State’s office. If it the false filing was done with the intent to harm or commit fraud, then it can be a felony (state jail).
Sec. 4.008 Texas Business Organizations Code.
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I have a Texas entity. What kinds of books and records do I need to keep?
Posted by David Leon in Business law on 16/05/2010
Each filing entity shall keep:
(1) books and records of accounts;
(2) minutes of the proceedings of the owners or members or governing authority of the filing entity and committees of the owners or members or governing authority of the filing entity;*
(3) at its registered office or principal place of business, or at the office of its transfer agent or registrar, a current record of the name and mailing address of each owner or member of the filing entity; and
(4) other books and records as required by the title of this code governing the entity.
* limited liability companies and limited partnerships need not keep these records, if their governing documents do not require them.
Sec. 3.151 of the Texas Business and Organizations Code
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What is a non-profit company?
Posted by David Leon in Business law on 16/05/2010
A non-profit company is typically an entity that is formed for a purpose other than to make money. Under the Texas statute (Sec. 2.002 of the Business Organizations Code), the purpose of the nonprofit should be for “serving charitable, benevolent, religious, eleemosynary, patriotic, civic, missionary, educational, scientific, social, fraternal, athletic, aesthetic, agricultural, and horticultural purposes…” Also included under the statute are certain animal husbandry organizations, some trade/labor unions, and certain types of co-ops.
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I just sold a property that had a lien on it. The lienholder demanded the money from the sale. How long do I have to pay the lienholder?
Posted by David Leon in Business law, Contract law, Real Estate Law on 07/05/2010
As an ideal matter, a lienholder should be paid at closing. Texas penal code sec. 32.33(e) provides: a person is presumed to have intended to appropriate proceeds if the person does not deliver the proceeds to the secured party or account to the secured party for the proceeds before the 11th day after the day that the secured party makes a lawful demand for the proceeds or account.
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What is an organizational meeting?
Posted by David Leon in Business law on 05/07/2009
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)
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May I advertise that I’m “going out of business” even if I’m not?
Posted by David Leon in Business law, Criminal Defense on 25/05/2009
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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I want to send an unsolicited commercial email in Texas. How do I comply?
Posted by David Leon in Business law, Contract law, Intellectual Property on 25/05/2009
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).
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My corporation dissolved, but there is still unfinished business. What can it do after the dissolution?
Posted by David Leon in Business law, Litigation and judgments on 08/03/2009
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.
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I formed a corporation online. What do I do next?
Posted by David Leon in Business law on 08/03/2009
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.
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What is business insurance planning?
Posted by David Leon in Business law, Estate planning and probate, Insurance Law on 06/03/2009
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.
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Why would I want to incorporate my business or form a limited liability company?
Posted by David Leon in Business law on 01/03/2009
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.
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Can a business entity use a fictitious name?
Posted by David Leon in Business law, Intellectual Property on 27/02/2009
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.
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What is a fictitious name?
Posted by David Leon in Business law on 27/02/2009
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.
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I entered into a contract over the Internet. I’m in Texas and the other party is not, whose law applies?
Posted by David Leon in Business law, Contract law, Litigation and judgments on 15/02/2009
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)
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I am the sole owner of my business. Do I still need to have annual meetings?
Posted by David Leon in Business law, Franchise Law on 21/12/2008
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.
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What sort of forms do I need to complete for my business before the end of the year?
Posted by David Leon in Business law, Franchise Law on 21/12/2008
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.
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I have a simple transaction that I need to complete for my business. Do I need a contract?
Posted by David Leon in Business law, Contract law on 24/11/2007
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.
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I have an out of state business. How can I conduct business in Texas?
Posted by David Leon in Business law on 24/11/2007
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
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