Formation and Dissolution of Corporations
Frisco & Plano Corporate Law Attorneys
Albin Roach acts as corporate counsel for small to mid-sized businesses throughout Plano and Frisco. Our lawyers and staff are long-time residents in the community and are truly invested in the success of our clients’ businesses.
Our Frisco and Plano corporate law attorneys take concrete steps to place your business on solid footing during the formation process. You can feel confident that your company is complying with the letter of the law and following best business practices when you are working with us. We urge you to retain corporate counsel as early as possible so we can protect your interests and help you start things the right way and the most practical cost effective way. By setting your company up right from the beginning, you can avoid costly mistakes down the road and get the protection you desire from personal liability. While there are many internet and DIY forms, the purpose of creating an entity is protection and if not done correctly you could lose the entire benefit of establishing an entity in the first place.
Steps to Forming a Texas Corporation
Our Frisco and Plano corporate law attorneys not only guide you through each step of Texas corporate formation but also explain in layman’s terms the purpose and effect of each step, including:
- Choosing the appropriate entity
- Organizing the management structure
- Drafting bylaws and incorporation documents
- Filing a corporate certificate with the Texas Secretary of State
- Applying to the IRS for a federal employment ID number (EIN)
- Obtaining licenses and permits
- Purchasing workers’ compensation insurance
- Ensuring compliance with government regulations, including, labor, immigration and environmental
- Creating Buyout and Termination Options and Formulas in the entity documents
- Creating and implementing a business succession plan
- Employment Agreement for Key Individuals including Non-Competes
We also assist you with other functions vital to the success of an up-and-coming business. Depending on your individual circumstances, we might advise you on drafting contracts, protecting intellectual property, negotiating a commercial lease or buying liability insurance. In short, we give you our experience and advice so that you avoid the problems and understand what and why you are doing certain things.
Corporate Tax Structures
One of the first and most important decisions you make about your new company is which entity best suits your needs and goals. A corporation is considered a legal person for tax and liability purposes. However, different types of corporations and entities such as LLCs are taxed in different ways. Our legal counsel discuss and gain an understanding of your particular purpose and circumstances surrounding your business and then educate and explain to you the different entities as well as the advantages and disadvantages of each including tax implications. This process then allows us to help you select the right entity for you. . Below are just a few examples:
- C Corporation (C Corp) — IRS recognizes a C Corporation as a separate taxpaying entity and taxes its profits when earned, and also taxes shareholders who receive dividend distribution. The industry sometimes refers to this as “double taxation”. There are steps and planning that can take place from the outset to avoid this consequence.
- S Corporation (S Corp) — Your business can elect the special S Corp tax status to avoid double taxation that occurs to the C Corp. Profits and losses pass directly to you and so you are responsible for taxes on the income. The company itself does not pay taxes because it does not earn a profit.
- 501(c)(3) Corporation — Nonprofit organizations receive crucial tax breaks. However, your charity must abide by IRS rules to receive and maintain nonprofit status. Our lawyers help your charity comply with tax codes so you can apply donations to their intended cause, rather than a high tax bill.
Texas Corporate Dissolution
In most cases, you cannot simply shut your doors and walk away when you choose to dissolve your corporation. If you retained our Frisco and Plano corporate law attorneys to form your corporation, our team has already established the groundwork for a smooth exit strategy. Dissolving the entity the right way avoids potential personal liability or tax liability in the future by placing the public and the IRS on notice that this entity no longer exists.
We assist you with all aspects of corporate dissolution, including:
- Obtaining a Certificate of Account Status for Dissolution/termination from the Texas Comptroller of Public Accounts
- Negotiating a fair distribution of assets and income
- Evaluating liability of stakeholders and investors
- Assisting in the sale of the business or its property
Learn More About Forming or Dissolving a Corporation in Texas
Consult Albin Roach at 214-423-5100 or online for our assistance with your Plano or Frisco corporation matters.