Oldham Law, PLLCOldham Law, PLLC2026-05-14T10:25:01Zhttps://www.lonestarbusinesslaw.com/feed/atom/WordPress/wp-content/uploads/sites/1103155/2023/04/cropped-Oldham_law_PLLC_site_icon-min-32x32.pngOn Behalf of Oldham Law, PLLC<![CDATA[How does ownership differ in Texas LLCs, LLPs and corporations?]]>https://www.lonestarbusinesslaw.com/?p=2566252026-05-14T10:25:01Z2026-05-14T10:15:50Z or reshaping a business in Texas often begins with one key question: how does ownership actually work in each business structure? The answer can shape how you share control, split profits and make day to day decisions.
Texas law sets different rules for limited liability companies, partnerships and corporations under the Texas Business Organizations Code. Each structure treats ownership in a different way, which can affect how you run your business over time.
How does ownership work in an LLC?
A limited liability company (LLC) usually gives ownership to its members. You can think of members as the people who invest money, time or effort into the business. Ownership does not always get split equally and your company agreement often decides how profits and control get shared.Under Texas Business Organizations Code, LLCs often allow flexible rules for management and profit sharing. Because of this, ownership can reflect each person’s role, effort or investment rather than a fixed formula.
How does ownership work in an LLP?
A limited liability partnership (LLP) works a bit differently because ownership stays with the partners. You and the other partners usually share control and decision making based on your partnership agreement.Texas Business Organizations Code allows LLPs to limit personal liability for certain business debts and obligations of the partnership. Even so, ownership often ties closely to how each partner takes part in the business and the roles you all agree to take on.
How does ownership work in a corporation?
A corporation separates ownership from daily management. Shareholders own stock, which shows how much of the company they own. A board of directors and company officers usually handle day to day operations and major decisions.Under Texas law, corporations often use voting rights tied to shares. This can create a clearer split between ownership and control. At the same time, Texas law may allow close corporations or shareholder agreements that reduce or even remove the board, which can shift more control to shareholders.
Why do ownership differences matter?
Ownership structure can affect how your business works in everyday situations. Before you choose or change a structure, it can help to think about how each option handles control and money.
Decision making power may rest with members in an LLC, partners in an LLP or a board in a corporation depending on the structure
Profit sharing may follow ownership shares or agreed terms set in the governing agreement or company rules
Management may stay flexible in an LLC or LLP, while corporations may use more formal systems with officers and directors
These differences can shape how smoothly your business runs as it grows or changes over time.
Final thoughts on your business journey
Understanding how ownership works in each structure can help you think more clearly about your business formation plans in Texas. Since every business situation can look a little different, the best fit often depends on how you want to balance control, responsibility and financial sharing over time.]]>On Behalf of Oldham Law, PLLC<![CDATA[LLC vs. S corporation in Texas: What business owners should know]]>https://www.lonestarbusinesslaw.com/?p=2566232026-04-21T15:50:54Z2026-04-21T15:50:54ZThe LLC: Flexible and founder-friendly
Under the Texas Business Organizations Code (TBOC), an LLC offers flexibility in ownership, management and profit distribution. Its governing document, known as a company agreement in Texas law, is your business rulebook. A well-drafted company agreement should address:
Ownership percentages and voting rights
How profits and losses are distributed
Procedures for adding members or resolving disputes
Without a company agreement, you are stuck with the state's standard rules. This means each member's profit share depends on the agreed value of their contribution to the business. Major decisions, such as fundamental changes to the business structure, also require a two-thirds vote of all members. This may not reflect how you and your partners intended to run your enterprise.
The S corporation election: A tax strategy, not a structure
For owner-operators, this election can reduce self-employment tax exposure, but only on profits that exceed a reasonable salary for the work performed. The IRS also imposes restrictions on eligibility:
The business cannot exceed 100 shareholders
All shareholders must be U.S. citizens or resident aliens for tax purposes
The business may only issue one class of stock
If your business plans to bring on a large investor base or foreign partners, these limits could affect your long-term flexibility.
Protect what you are building
Both an LLC and a corporation create a liability shield that can protect your personal assets from business debts and legal claims. The wrong structure, a poorly drafted company agreement or missed compliance requirements can compromise that protection from the start.
Understanding your options before you file is one of the most valuable steps you can take. A qualified business law attorney can help you evaluate which structure best fits your goals.]]>On Behalf of Oldham Law, PLLC<![CDATA[How courts in Texas decide if a contract breach is serious]]>https://www.lonestarbusinesslaw.com/?p=2566192026-03-06T13:36:28Z2026-03-06T13:36:28ZWhen someone breaks a contract, you might assume the other side can walk away and sue. But Texas courts do not treat all breaches the same. Before deciding what happens next, a court looks closely at how serious the breach was — and that decision can change everything about your case.
What counts as a minor breach?
A minor breach occurs when one party fails to comply with the contract fully. Say your contractor finishes a renovation three days late. That is a breach — but if they did the work correctly and the delay caused you no major problems, you still have to pay.Texas follows the "substantial performance" rule: if a builder completes most of the work in good faith, they can still collect payment minus the cost to fix small errors. You may recover money for the delay, but you generally cannot cancel the whole deal.
What makes a breach serious enough to matter?
A material breach goes beyond a small mistake. Texas courts apply a five-factor balancing test to determine whether a breach is truly major:
Lost benefit: How much did you actually lose?
Money damages: Can you recover fair compensation?
Hardship on the breaching party: How much will canceling the deal hurt them?
Chance to fix it: Can the breaching party cure the mistake in time?
Good faith: Did the party break the contract by accident or on purpose?
When a court finds a material breach, it excuses you from future obligations — you may stop paying or performing. But be careful: if you stop paying and a court later decides the breach was minor, you could face a lawsuit for breaking the contract yourself.
What your next steps could look like
A contract dispute in Texas can be hard to navigate alone. Talking with a contract attorney — even for an initial conversation — may help clarify where you stand. An attorney can review your agreement, walk you through your options and help you avoid costly missteps before they happen.]]>On Behalf of Oldham Law, PLLC<![CDATA[When contracts clash: Which terms have control in Texas?]]>https://www.lonestarbusinesslaw.com/?p=2566172026-02-04T08:06:40Z2026-02-04T08:06:40ZBusinesses often move fast. They send quotes, purchase orders, and invoices without reading every line of the fine print. These can create problems along the way. It becomes even more complicated when each side uses its own contract form. Lawyers call this the battle of the forms. To decide which terms control the deal, Texas has rules in place for such situations. The succeeding information gives an overview of how the process works.
How the battle of the forms happens
A battle of the forms happens when two businesses agree to a deal but send documents with different terms. For example, a seller may send a quote with its terms. The buyer may reply with a purchase order that has different rules. Both sides may ship goods and pay invoices without noticing the conflict.Under the Uniform Commercial Code (UCC), businesses can still form a contract even if the forms do not match perfectly. However, the details of the final deal often depend on who sent the first offer and how the other side responded.
How Texas courts decide which terms control
The courts closely examine how the deal began. They often apply what many call the First-Shot Rule. Under this, the terms in the first document often become the contract.If the second document includes terms that conflict with the first, courts usually reject those terms. The first document often stays in control.If the second document adds extra terms that do not conflict, courts may include them if they do not materially change the deal. That's because a material change could surprise the other side or create unfair hardship.Conduct is also important. If the paperwork is messy but both parties acted as if a contract existed by shipping goods and paying invoices, courts may apply UCC gap-filler rules to fill in missing terms.Small details in emails or invoices can change liability limits or warranty terms. Therefore, businesses should always review incoming forms to confirm they match the original offer.
How reviewing contracts early helps
Contract disputes can become expensive and stressful. Many problems start long before anyone files a lawsuit. If the contract language is clear and forms are consistent, the risks also become lower.Speaking with a business attorney may help companies understand how Texas courts review their documents. Early review may help businesses spot risks and make informed decisions before disputes grow larger.]]>On Behalf of Oldham Law, PLLC<![CDATA[6 key elements of an independent contractor agreement in Texas]]>https://www.lonestarbusinesslaw.com/?p=2566152026-01-09T08:49:55Z2026-01-09T08:49:55ZYou've just found the perfect graphic designer for your rebranding project. Their portfolio impressed you. The rates fit your budget. You're ready to start immediately. But then you remember you need a contractor agreement. You wonder what exactly should go into this document to protect your company. This situation happens to Texas business owners every day, and understanding the key elements of these agreements can save you from future headaches.
Understanding the contractor-employee distinction
But before you draft any agreement, you must understand a crucial difference. Independent contractors are not your employees. They control how they complete their work. They invest in their own business tools and equipment. They also face their own financial risks.This distinction shapes every element of your agreement and protects both parties. Now that you understand this fundamental difference, here are six specific components your agreement needs.
Six essential elements you need in your contract
With the difference between a contractor and employee clear, you can now create a detailed contract. Ensure your agreement includes these six important parts for clarity and legal protection:
Parties and intent: Clearly state the relationship as an independent contractor, not an employee, highlighting their business independence and risk.
Scope of work and deliverables: Specify the tasks, project milestones and expected results from the contractor.
Confidentiality clauses: Protect your proprietary information, trade secrets and client data from unauthorized disclosure.
Assignment agreement: Make it clear that your business owns the final work, designs or intellectual property the contractor creates during the project.
Payment structure: Outline how much you will pay the contractor, when you will make payments and your preferred payment method.
Dispute resolution: Describe how you will handle disagreements, using mediation or arbitration instead of expensive lawsuits.
These elements form a strong basis for working with a contractor. However, assembling them properly may require professional guidance.
Protecting your business with professional guidance
These agreements form the basis of your working relationship with contractors. A clear and detailed contract safeguards your business and avoids expensive misunderstandings. Thus, professional legal help ensures your contract includes all needed details and follows Texas law.]]>On Behalf of Oldham Law, PLLC<![CDATA[Who pays for repairs in a commercial triple net lease?]]>https://www.lonestarbusinesslaw.com/?p=2566132025-12-16T15:02:00Z2025-12-16T15:02:00ZDefining the triple net structure
Landlords often use the triple net lease, or NNN, to pass operational costs to the tenant. In this arrangement, you pay a base rent plus your share of three key expenses: property taxes, insurance and operating expenses. For a single-tenant property, this generally means you maintain the entire premises. In a multi-tenant space, this typically appears as Common Area Maintenance, or CAM, fees for shared spaces like parking lots and hallways.
Maintenance compared to capital improvements
Your contract likely states you must maintain the premises. This clearly covers changing filters, cleaning coils and fixing minor leaks. The situation changes when a major system reaches the end of its life. A complete replacement of a roof or HVAC unit is a capital expenditure because it adds long-term value to the property.
Determining financial responsibility
Disputes occur when the lease assigns repair duties to the tenant but is vague about replacements. In Texas, if a lease is completely silent on repairs and lacks an "as-is" clause, the landlord generally retains responsibility under the Implied Warranty of Suitability. However, most modern leases expressly waive this warranty.
When a lease waives the warranty but fails to distinguish between "repair" and "replace," courts may look at specific factors to assign liability. These include whether the new equipment will outlast your lease term and if the system was already near failure when you moved in.
Steps to limit your exposure
You can protect your cash flow by inspecting the property thoroughly before signing any agreement. Negotiating a cap on annual maintenance costs prevents a single repair from ruining your budget. You can also ask for a warranty that major systems are in good condition at the start of your term.
Reviewing your financial liability
Commercial leases contain complex clauses that can result in unexpected expenses. If you face a demand to pay for a massive structural repair, you do not have to accept the landlord’s interpretation immediately. Seeking professional guidance helps you understand your financial liabilities before you write a check.]]>On Behalf of Oldham Law, PLLC<![CDATA[Supplier went bankrupt mid-contract: What happens now?]]>https://www.lonestarbusinesslaw.com/?p=2566112025-11-20T15:45:02Z2025-11-20T15:45:02ZThe contract pauses when the supplier enters bankruptcy
The law blocks both sides from enforcing obligations or demanding payment until the court reviews the supplier’s unfinished responsibilities. This shift stops you from pushing the agreement forward. The only thing you can do at this point is to go back to the agreement to see what options it still gives you.
Your right to end the agreement depends on your contract
You can move to another supplier only if your agreement grants you the right to end the relationship early or instructs you on the steps you must follow before making that change. You check those terms first so you know exactly what the agreement lets you do and what it limits.
Your payments fall into the bankruptcy claims process
Your deposits, unpaid invoices and unfinished orders enter the supplier’s bankruptcy case, and the claims process decides what portion you might recover. Once you see where your claim sits in that order, you understand the financial hit more clearly and can plan your next steps with that number in mind.
Where this leaves you and your project
This kind of disruption feels heavy, but it becomes easier to manage once you sort the parts you can control from the parts tied to the bankruptcy. If you want a clearer read on the documents or the process, an attorney can walk through it with you. You’re not as boxed in as it feels.]]>On Behalf of Oldham Law, PLLC<![CDATA[What are the legal steps in forming an LLC in Dallas?]]>https://www.lonestarbusinesslaw.com/?p=2566062025-10-27T08:59:35Z2025-10-27T07:34:07ZStarting a business in Dallas offers exciting possibilities, but forming a Limited Liability Company (LLC) takes planning and close attention to detail. An LLC can shield your personal assets, provide tax flexibility and build trust with clients and partners. However, skipping any step while establishing an LLC can cause delays, fines or legal trouble. Consider using this guide to help start your business smoothly.
1. Choose a unique LLC name
Your LLC’s name is going to be the foundation of your brand. It must be distinguishable from other registered entities in Texas. You can search the Texas Secretary of State’s SOSDirect database to confirm availability. The business name must include "L.L.C", “LLC” or “Limited Liability Company”. It should not contain restricted words such as “insurance” or “bank” unless your company meets specific regulatory requirements. If you are not ready to file right away, you may reserve your company name for 120 days by submitting Form 501.
2. Assign a registered agent
You must assign a registered agent with a physical address in Texas and not a P.O. box who can receive official legal documents on behalf of your company during regular business hours. Although you can act as your agent, most businesses use a commercial registered agent for reliability and privacy.
3. File a Certificate of Formation
You need to prepare and file aForm 205 Certificate of Formation with the Texas Secretary of State. This document includes your LLC’s name, business purpose, registered agent information, organizer details and duration. For 2025, the filing fee is $300 and you can process it online, by mail or in person. After the Secretary of State approves your application, you will receive a certificate of formation that establishes your company.
4. Create an operating agreement
Although the state of Texas does not require you to create an operating agreement, it is an important internal document to have. This document outlines each member’s voting rights, ownership percentage, profit distribution and procedures for adding or removing company members.
5. Get an EIN from the IRS
The Employee Identification Number (EIN) acts like a Social Security Number for your business. You need it to hire employees, open a bank account and file taxes. Applying is free on the IRS website and usually takes a few minutes to finish. Even if you are a single-member LLC, an EIN helps to separate business and personal finances.
6. Register your LLC for state and local taxes
You may need to register for Texas state taxes like franchise tax or sales tax, depending on your business. If you will have employees, you also need to register for unemployment insurance tax with the Texas Workforce Commission.
7. Follow and maintain ongoing business compliance
Texas law requires you to file a Public Information Report and pay a franchise tax annually every May 15th. You also need to keep your LLC records up to date, renew any local licenses and maintain a current registered agent. Being compliant keeps your LLC in good standings and shields your liability protection.
Launch and grow your Dallas LLC
Following these steps carefully should help you get started with establishing a legal and compliant LLC in Dallas. By formulating and drafting solid internal documents, complying with state requirements and keeping your business structure aligned with your long-term goals, you can position your business for long-term growth.]]>On Behalf of Oldham Law, PLLC<![CDATA[Here’s how to raise capital for your startup]]>https://www.lonestarbusinesslaw.com/?p=2566042025-09-22T22:09:54Z2025-09-22T22:09:54ZHow can you raise capital to start your business?
There are several different ways to generate the money needed to get your business up and running. Here are some of the most common:
Bootstrapping: This is where you utilize your own savings and investments to create and build your business. While it can be risky, since losing your own investments can leave you in a difficult personal position, it also allows you to retain the most amount of control over your business’s development and operations.
Seeking loans: There are multiple places you can turn for a loan. Your local bank might be able to assist, but there might also be government funded programs that can help you get your business off the ground or organizations that are willing to make startup funds available. Just be sure to take interest rates into account when determining whether a business loan is affordable.
Turning to investors: Another option is to seek out venture capitalists who are willing to invest in your business in exchange for taking an equity state. While this can give you the quick infusion of cash that you want to launch your company, you also have to keep in mind that these investors will have the ability to exert some control over the business. You might be okay with that, or you might not.
Finding grants: There are some grant programs out there that may be suitable for your business idea. If you’re able to secure one of these grants, then you don’t have to pay back the money that’s given to you.
Crowdfunding: This is where you take to an online platform and seek small donations from a large group of people. This may be a viable option if you have an idea that you think could go viral.
Borrowing from those closest to you: You could also turn to family members and friends for assistance, but if you decide to go this route, we encourage you to memorialize the borrowing agreement so that everyone understands their rights and obligations.
Securing partnerships: If you can team up with a complimentary business, then you might be able to latch onto their funding stream or at least shave startup costs, thereby making it easier to get your business up and running.
Be prepared when seeking startup capital
It’s unlikely that you’re going to find someone willing to lend you money without being pitched to. This makes sense. Those offering loans want reassurances that those loans will be paid back. So, before seeking out capital, you should create a strong business plan, develop business relationships, articulate your startup needs and project your business’s expected financial future. This should help maximize your chances of securing the financial footing necessary to take the next steps in your business’s creation.]]>On Behalf of Oldham Law, PLLC<![CDATA[Why you should consider progressive discipline in your business]]>https://www.lonestarbusinesslaw.com/?p=2566002025-08-25T19:43:56Z2025-08-25T19:43:56ZWhat is progressive discipline?
Progressive discipline is the process of stepping up the severity of accountability for an employee who continues to engage in behavioral misconduct. In many instances, it starts of with a verbal warning, then progresses to a written reprimand, suspension and then termination. At each stage, you put the employee on notice of the issue at hand and what they need to do to correct it.
Keep in mind, though, that more egregious offenses warrant more significant action, thus justifying a deviation from a progressive discipline plan that you have in place. For example, if it’s found that an employee is stealing from you or they’ve engage in a physical altercation in the workplace, then you’ll probably want to consider something more meaningful and protecting of your business than providing a verbal warning.
How can progressive discipline insulate you from claims of workplace discrimination?
To start, the documentation that’s created through the progressive discipline process will highlight the behavioral wrongdoing in which the employee has engaged. If the employee later claims you treated them unfairly, then you can simply point back to all the times you put them on notice of a legitimate issue, informed them of how to correct it and how they failed to remedy the problem.
Also, progressive discipline enhances your ability to implement consistent practices across all employees. Before deciding where to start with discipline, you can assess how other similarly situated employees have been treated. Again, this will help you show that you have, in fact, treated the employee in question the same as other individuals who have displayed similar behavioral issues, which could tamp down their accusations of discrimination.
Progressive discipline also gives you the opportunity to coach your employee and help them grow as a worker. This can build trust, create transparency and improve morale. If things don’t improve and you end up terminating the employee, then they’ll hopefully be less likely to have a knee-jerk reaction to it and will instead understand why you took the action you did.
Effectively protect yourself against workplace discrimination claims
It’s almost inevitable that at one time or another you’ll be subjected to allegations of workplace discrimination. Although it can be stressful to be on the receiving end of these accusations, you shouldn’t let your anger or frustration blind you to the steps necessary to protect your interest. Instead, you should carefully analyze the facts asserted in the claim and educate yourself on the law. You may find that the allegations are without merit, but you could also determine that you need to consult with your employment law attorney to figure out what defenses are available to you.
Either way, don’t just sit back and let the chips fall where they may. Be proactive in protecting your business. By doing so, you’ll increase the chances of successfully shielding your business from any threats of harm that have been presented.]]>