EPISODE 1: Starting your first business in Texas | Legal Thoughts

Coleman Jackson, P.C. | Transcript of Legal Thoughts
Published August 08, 2022

Starting your first business in Texas

Legal Thoughts is an audiocast presentation by Coleman Jackson, P.C., a law firm based in Dallas, Texas serving individuals, businesses, and agencies from around the world in taxation, litigation, and immigration legal matters.

This episode of Legal Thoughts is an audiocast where the Attorney, Coleman Jackson is being interviewed by Johana Powell, Tax Legal Assistant of Coleman Jackson, P.C. The topic of discussion is “Starting your first business in Texas”. You can listen to this podcast by clicking here:

If you enjoy this podcast, make sure to stay tuned for more episodes from the taxation, litigation, and immigration Law Firm of Coleman Jackson, P.C. Be sure to subscribe. Visit the taxation, litigation and immigration law firm of Coleman Jackson, P.C. online at www.cjacksonlaw.com.

ATTORNEY: Coleman Jackson

ATTORNEY: Coleman Jackson

Welcome to Legal Thoughts

My name is Coleman Jackson and I am an attorney at Coleman Jackson, P.C., a taxation, litigation and immigration law firm based in Dallas, Texas.

In addition to myself, we have Alexis Brewer – Tax Legal Assistant, Leiliane Godeiro – Litigation Legal Assistant, Gladys Marcos – Immigration Legal Assistant, and Johana Powell – Tax Legal Assistant.

On today’s “Legal Thoughts” podcast, our Tax Legal Assistant, Alexis Brewer, will be interviewing me on the important topic of: “Starting your first business in Texas.”

This is a series of podcasts about how to start your first business in Texas, and this is the first episode.

INTERVIEWER: Johana Powell, Tax Legal Assistant

Hi everyone, my name is Johana Powell and I am a Tax Legal Assistant at the tax, litigation and immigration law firm of Coleman Jackson, Professional Corporation. Our law firm is located at 6060 North Central Expressway, Suite 620, right here in Dallas, Texas.

Good afternoon, Attorney; thank you for agreeing to sit with me as I interview you with respect to this interesting topic: “Starting your first business in Texas.”

Let’s jump right into this!

Question 1: Attorney would be business entrepreneurs have the resources to invest, want to invest and want to start their own businesses in Texas, but have lots and lots of questions about how to start a business in Texas.

What do you think about this Attorney?

Attorney Answer – Question 1:

Good afternoon, Johana.

Businesses in Texas can operate in several different entity structures, such as, Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Company, and Corporation.

The choice of entity selection involves a number of legal and operational concerns and should be made in consultation with a lawyer, accountant, and possibly an insurance agent and banker depending upon the type of activities that is intended to be conducted in the state of Texas.

INTERVIEWER: Johana Powell, Tax Legal Assistant

Question 2: Attorney what types of legal and operational concerns are you talking about?

Attorney Answer – Question 2:

Johana, that is an excellent continuation question because it allows me to expand on my answer and explain why counsel and professional advice is so important when starting a business in Texas.

  1. Organizers intending to start businesses in Texas must consider the following legal and operational factors;
  2. The federal, state and local business tax structure in the State of Texas (Texas does not have income taxes, but does have sales taxes, property taxes and franchise taxes);
  3. The ease of formation and the startup cost of starting a business in the State;
  4. The accounting and operational requirements for operating a business in the State (The Texas Tax Code requires all businesses operating in the state to keep contemporaneous books and records, to maintain them for 4 years and make them available for inspection and audit examination at the request of the Texas Comptroller of Public Accounts);
  5. The rules and regulations governing the term of operations and rules governing winding down operations within the State (The Texas Business Organization Code governs business structuring matters within the State);
  6. The personal liability concerns for operating a business in the State;
  7. The special requirements, such as, licensing requirements for operating certain types of businesses within the State; and
  8. The unique requirements that might apply to government contractors if the business intends to sale goods and services to the federal, state or local government or to government agencies.

INTERVIEWER: Johana Powell, Tax Legal Assistant

Attorney my next question is what happens if a business entrepreneur already has a business running but no paperwork filed with the State?

Attorney Answer – Question 3:

Johana that is a very complex question because it depends upon whether the business is structured outside of our state and is coming into Texas to do business or whether the business started in Texas but simply did not file any documents with the Secretary of State.  Let me first point out that out of state businesses doing business in Texas must register with the Secretary of State’s Office.  Let me also point out that the default form of business entity is a sole proprietorship when there is only one owner; and, when there are two or more owners; the default entity is a general partnership.  I will not address the various federal tax elections that might be available for businesses.  Let’s leave that discussion to another episode of “Starting Your First Business in Texas.”  Those starting or thinking about starting businesses in Texas should consult with legal counsel to avoid making legal mistakes when starting their first business enterprise in Texas.  Business structuring in Texas is a complicated legal issue which could expose those operating businesses within Texas without following the rules to serious civil and even criminal consequences.

INTERVIEWER: Johana Powell, Tax Legal Assistant

Oh I see; it sounds like you are saying that a lot of complex business and tax laws are at play when starting a business in Texas.  My next question is this one:

Question 4: What is the difference and the advantages between all the business structures that you mentioned previously?

Attorney Answer – Question 4:

The main differences in the business structures that I mentioned earlier in our discussions in this ‘episode one’ on the topic “Starting Your First Business In Texas” are the liability and the tax concerns. Regarding the liability concerns; in a sole proprietorship and a partnership which are structures that are not incorporated, the owners of these two entity types do not enjoy liability protection for the acts of the business entity.  What I mean by that is that the owners’ personal assets are exposed to the liabilities incurred in the business.  As for the liability concerns for owners of corporations and limited liability companies, the owners of those type business structures are limited.  What I mean by that is that the owners are not personally liable for the debts of the business entity, unless they personally guarantee those business debts.  However, a general partner in a Limited Liability Partnership is personally liable for the debts of the limited partnership whether they guarantee the business debts or not.  In the Limited Partnership only limited partners enjoy liability protection.
Now with respect to the tax differences between these various business entities we are discussing here today, generally it is more favorable to structure a business as a Limited Liability Company or corporation.

Let me point out that non-profit businesses must register as such in the State and with the U.S. Treasury and meet state and federal tax requirements to be recognized as non-profit entities in this State and for federal tax purposes; otherwise, a business cannot operate as a non-profit entity in the State of Texas.

Johana this is an extremely complex question as to what constitutes advantages or disadvantages between the choice of entity selection.  Determining what type of business structure best fits any particular entrepreneur’s goals and objectives requires a conversation with a lawyer.  Many businesses law, contract law and tax law questions need to be discussed when determining what entity fits best to achieve the goals of the new business owner.

INTERVIEWER: Johana Powell, Tax Legal Assistant

Question 5: When a business entrepreneur is ready to do the paperwork what is the first thing they have to do?

Attorney Answer – Question 5:

It depends upon what type of business they decide to form.  Remember a sole proprietorship and general partnership can for formed in Texas without filing any paperwork with the Secretary of State’s Office.  For now Johana, let’s just leave any discussion concerning operating a business in Texas under an assumed name for another episode in this series.

The organizer of any business entity in Texas must first check on name availability with the Secretary of State’s office (this is a must first step with all the business entity types that we have discussed today because you cannot infringe on the trade marks or rights of other businesses in Texas by using a name that creates confusion in the market place.)  For those types of business entities who must file organizational papers with the Secretary of State, for example, limited liability company, and corporation to name a couple; the organizer must file organizational documents compliant with the Texas Business Organization Code.  The business should request an Employer Identification Number from the U.S. Treasury if they intend to hire employees and register with the Texas Workforce Commission, and obtain a Texas Sales Tax Permit if the Texas Tax Code requires it. The Comptroller is notified whenever a business files organizational documents with the Secretary of State’s Office.  Franchise tax reports must be filed for all businesses who are required to file organizational documents.  Johana again we don’t want to make this podcast episode too long; we like to keep our podcast to about 20 minutes each; but we can discuss all of these individual topics in separate bite-size episodes so that our audience and understand these things.

Let me clarify that there are different requirements for each structure of business and our listener’s should subscribe to our Legal Thoughts Podcast if they are interested in this topic or anything dealing with international, federal and state taxation, contracts, litigation or immigration legal matters.  Legal  Thoughts Podcast is published bi-weekly on Apple Podcast, Google Podcast, Spotify or where ever you listen to your podcasts.

INTERVIEWER: Johana Powell, Tax Legal Assistant. Wrap-Up

Attorney, thank you for siting with me today to explain how to prepare in the journey of owning your first business.

TAKEAWAY: It seems like the overall idea here is that selecting the best entity structure to conduct a business in Texas is complex and has many tax, operational and legal issues that entrepreneurs starting a business in Texas should consider and discuss with their legal counsel prior to investing a dollar.  It is kind of like plan your trip before you start driving; otherwise, you might be delayed getting to your destination and possibly not arriving there at all.

I am glad this topic “Starting a Business in Texas” is going to be a series of podcast where we will discuss other aspects to starting a Texas businesses.  That is super Attorney!

  • Our listeners who want to hear more podcast like this one should subscribe to our Legal Thoughts Podcast on Apple Podcast, Google Podcast, Spotify or where ever you listen to your podcast. Everybody take care!  And come back in about two weeks, for more taxation, contracts, litigation and immigration Legal Thoughts from Coleman Jackson, P.C., located right here in Dallas, Texas at 6060 North Central Expressway, Suite 620, Dallas, Texas 75206.
  • English callers: 214-599-0431 | Spanish callers:  214-599-0432 |Portuguese callers: 214-272-3100

Attorney Closing Remarks

This is the end of today’s Legal Thoughts!

Thank you all for giving us the opportunity to inform you about: “Starting your first business in Texas.”  Remember this is the first episode of Starting Your First Business in Texas.

If you want to see or hear more taxation, contract litigation and immigration LEGAL THOUGHTS from Coleman Jackson, P.C.  Subscribe to our Legal Thoughts Podcast on Apple Podcast, Google Podcast, Spotify or wherever you listen to your podcast.

Stay tuned!  We are here in Dallas, Texas and want to inform, educate and encourage our communities on topics dealing with taxation, litigation and immigration.  Until next time, take care.

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