Houston
business lawyer

Most of our business clients are owner-operated: a contractor, a clinic, a consultancy, a family company in its second generation. They do not need a general counsel.

They need someone who will answer the phone when a contract shows up, and who set things up correctly enough that the hard conversations have already been written down.

• Entity formation— LLCs, corporations, series LLCs, professional entities, and nonprofits.
• Company agreements and bylaws— the internal rulebook that governs ownership, control, money, and exits.
• Contracts— drafting your standard agreements and reviewing the ones sent to you.
• Trademarks— clearance searching and federal registration for your name, logo, or tagline.
• Compliance— registered agent, assumed names, franchise tax and Public Information Report obligations.
• Succession planning— coordinating the company documents with your estate plan so the two do not contradict each other.
• Owner disputes— and, because Jireh is a trained mediator, a real attempt to resolve them before litigation.

Forming a Texas LLC is genuinely simple. Forming one that will hold up is a different exercise.

What the state actually requires

A Certificate of Formation (Form 205) filed with the Texas Secretary of State, with a $300 filing fee. The certificate must include:

• An entity name that complies with BOC Chapter 5 and is distinguishable from names already on file.
• A registered agent and registered office in Texas — either an entity authorized to do business here or an individual Texas resident. The agent must have consented in written or electronic form before being designated; your signature on the filing affirms that consent was obtained.
• The governing authority — whether the LLC is member-managed or manager-managed, with at least one name and address.
• A lawful purpose, and the name and address of the organizer.

Do not name yourself registered agent at your home address without thinking about it. The registered agent’s address is a public record and it is where lawsuits get served. Owners who use their house end up with a process server at the door in front of their family, and their home address indexed permanently in state records.

Choosing the entity

The Texas series LLC

Texas permits a series LLC, where a single filed entity establishes internal series with separate assets, members, and liability. It is genuinely useful for owners holding multiple rental properties. It also demands disciplined separate recordkeeping and separate accounts for each series — without that discipline the liability separation is theoretical. We will tell you honestly whether your situation justifies the complexity.

After the filing

1. EIN from the IRS — free, directly from irs.gov. Never pay a third-party site for one.
2. A dedicated business bank account. The single most important thing you do for your liability shield.
3. Company agreement signed by all members — see below.
4. Assumed name certificate if you will operate under a name other than the filed entity name (BOC Chapter 71).
5. Local licenses and permits, and sales tax permit if you sell taxable goods or services.
6. Insurance. An entity is not a substitute for coverage.

Texas calls the LLC’s internal governing document a company agreement (BOC § 101.001) — what the rest of the country calls an operating agreement. No statute requires you to have one, and it is not filed with the state. It is still the most important document your company will sign.

Here is the actual function. The company agreement is where you decide, while everyone is getting along, what happens on the day they are not. Who can sell their interest and to whom. What a departing member gets paid and over what period. Who breaks a deadlock. What happens if a member dies, divorces, becomes disabled, or simply stops showing up. Written in year one, those are administrative questions. Litigated in year six, they are the end of the business.

What belongs in it

Single-member LLCs need one too. Owners often skip it because there is nobody to agree with. It still matters: it evidences that the company is a real, separate entity, it names who takes over on your death or incapacity, and banks and title companies routinely ask to see it.

Corporations: bylaws and the rest

Corporations need bylaws, an organizational consent or first meeting, a stock ledger and issued certificates or book entries, and minutes of annual meetings. Shareholder agreements do the work a company agreement does for an LLC — transfer restrictions, buy-sell terms, and voting arrangements.

Two different services, both worth more than they cost.

Drafting your standard agreements

Most owner-operated businesses need a small library: a master services or sales agreement, a statement of work or proposal template, an independent contractor agreement, an NDA, and terms and conditions.

Built once, used for years. The alternative — a template pulled off the internet and quietly modified by whoever needed it most — is how businesses end up unable to collect on their own invoices.

Reviewing what you’re handed

A vendor, a landlord, or a large customer sends a fifty-page agreement and asks you to sign by Friday. These are the provisions we look for first:

• Indemnity. Is it mutual, or are you agreeing to cover their losses without limit?
• Limitation of liability. Is your exposure capped? Is theirs?
• Payment terms. Net 30 or net 90? Late fees? Right to suspend work for non-payment?
• Termination. Can they walk away for convenience while you are locked in?
• Auto-renewal. The clause that quietly costs small businesses the most money.
• Venue and governing law. A Delaware forum clause means litigating in Delaware.
• IP ownership. Who owns what you create? Work-for-hire language matters.
• Non-compete and non-solicit. Texas enforces reasonable restraints ancillary to an otherwise enforceable agreement; overbroad ones may be reformed rather than struck, which is its own problem.
• Insurance and notice requirements you may not actually be able to meet.

Bring it before you sign. Reviewing a contract is inexpensive. Getting out of one is not.

Registering your business name with the Secretary of State does not give you rights in that name as a brand. Those are two separate systems, and confusing them is one of the most common and most expensive mistakes Texas owners make.

Trademark work — clearance searching, federal registration with the USPTO, Texas state registration, and enforcement — has its own page with the current fee schedule and timeline.

Franchise tax and the annual report

Every Texas entity files an annual franchise tax report with the Comptroller, generally due May 15.

The 2024 change most owners missed

For report years 2024 and later, a taxable entity whose annualized total revenue is at or below the No Tax Due threshold is no longer required to file a No Tax Due Report. It must still file a Public Information Report (Form 05-102) or an Ownership Information Report (Form 05-167). The threshold is $2,650,000 for 2026.

Skipping the Public Information Report because you owe no tax is a common and costly error. Non-filing can lead to forfeiture of the entity’s right to transact business in Texas — which, among other consequences, can expose the owners personally and requires a reinstatement process to fix.

The BOI reporting change

U.S. companies no longer file beneficial ownership reports. FinCEN’s final rule, effective August 14, 2026, permanently removed the Corporate Transparency Act’s beneficial ownership reporting requirement for U.S. companies and U.S. persons, and FinCEN committed to deleting previously filed information for individuals it reasonably believes to be U.S. persons. Reporting obligations remain for entities formed under foreign law that have registered to do business in a U.S. state or Tribal jurisdiction, and for certain foreign pooled investment vehicles.

If you are seeing filing-service emails warning about BOI penalties, check the date on them. A large amount of content published between 2024 and early 2026 is now wrong, and some of the outreach around it was fraudulent even when the requirement existed.

The rest of the checklist

• Maintain a registered agent with a current Texas address, and update the state if it changes.
• File assumed name certificates for any name you operate under that is not the filed entity name.
• Keep the business bank account genuinely separate. No personal expenses.
• Sign contracts in the company’s name, in your capacity as member or manager — not in your personal name.
• Keep the company agreement current as ownership changes.
• Document significant decisions in writing, even in a single-member company.

For most of our business clients, the company is the largest asset they own. It is also the one their estate plan is most likely to ignore.

This is where business law and estate planning meet, and it is a real advantage to have one attorney holding both halves. See also trusts for structures that hold a business interest for a beneficiary who should not receive it outright.