Texas Business Law Attorneys – Restructuring Entities
There are times when a company needs to ‘retool’ – to change from one entity, say an LLC to another, say a corporation. There are many reasons, some entirely voluntary, some involuntary. Regardless, when a change is necessary, you need a smart, nimble law firm a text or phone call away that will respond to your every need.
Hopkins Centrich, The Woodlands premier business law firm, has been the law business law firm for medium-sized companies and closely held businesses for decades. *Over the years we have been the law firm for a variety of privately-owned companies from tech to software developers, healthcare providers, architectural firms, real estate developers, retailers, restaurants, breweries, CPA firms, and others.
Hopkins Centrich has been the “ go-to” legal advisor to start-up ventures and more mature closely held and family-owned businesses, and national enterprises for over two decades.
Business Law and Restructuring an Existing Entity
Here are a few of the more important things to know about restructuring a business entity under Texas law:
Conversion - Texas allows entities to convert from one form to another (e.g. partnership to LLC) by filing required documentation with the Secretary of State.
Merger - Texas entities can merge with other entities, resulting in one surviving entity under detailed statutory rules. Dissenting owners may have appraisal rights.
Asset Sale - A company can restructure by selling assets to a new entity, subject to limitations on fraudulent transfers during insolvency.
Amend Governing Documents - Texas entities can generally amend governing documents like articles of incorporation without the owner’s consent unless otherwise stipulated.
Issue New Shares - Corporations can restructure their capital structure by issuing additional classes of shares (common, preferred, etc.) with different rights/privileges.
Name Change - Entities can change legal names by amending formation documents and meeting publishing requirements.
Situs Changes - LLCs can change the office and agent to a new Texas address by filing an amendment with the Secretary of State.
Domesticate - A foreign (out-of-state) entity can redomicile and become a Texas domestic entity.
Divide/Dissolve/Withdraw - Texas provides processes for dividing, dissolving, and withdrawing foreign qualifications of entities.
Bankruptcy - Filing under Ch. 7 or Ch. 11 provides distressed companies with court-supervised means to restructure.
