Texas Business Law Attorneys – Organizational Documents
Failure to have the proper organizational documents from the start will put any newly formed closely held company behind the eight ball. Sometimes, permanently.
It is extraordinarily important to memorialize the founding of a business with the proper organizational documents. They set the rules for the company, rules that will be followed for years.
A few of the key organizational documents that would be required or recommended when forming and operating a closely held company in Texas are:
Certificate of Formation - This document, filed with the Texas Secretary of State, formally registers the entity and outlines basic provisions like name, registered agent, business purpose, etc.
Company Agreement - An operating agreement for an LLC or a shareholder's agreement for a corporation details governance, capital structure, distributions, membership interests, etc.
Bylaws - If incorporated, bylaws establish procedural matters like director and shareholder meetings, officers, stock issuance, etc.
Board resolutions - Written board resolutions documenting major board decisions concerning policies, actions, officer elections, stock issuance, bank accounts, etc.
Owner's buy-sell agreement - This contract between owners sets terms and restrictions for the transfer of ownership interests between each other.
Employment agreements - Written employment contracts governing compensation, duties, and termination of key executives and officers.
Intellectual property assignments - Any patents, trademarks, copyrights, or trade secrets should be properly assigned and documented.
Licensing agreements - If applicable, contractual licensing terms for the use of any intellectual property or technology rights.
Equity incentive plan - A stock option or restricted stock plan for employee incentives, if offering company stock.
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. We know what documents are needed and we know how to draft them, so they are legally compliant and meet our clients’ needs.
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 Organizational Documents
Here are some key drafting considerations for preparing organizational documents for a closely held Texas company:
Tailor to the client’s specific needs - there is no one-size-fits-all approach so customize documents accordingly.
Maintain flexibility for future changes - Draft provisions allowing flexibility as needs evolve while maintaining sound structure.
Set clear decision-making procedures - Establish clear processes and thresholds for making major business decisions.
Address dispute resolution - Include mediation, arbitration, or other alternative dispute resolution provisions.
Comply with Texas statutes - Ensure documents comply with all requirements of Texas statutes governing entity formation and governance.
Avoid conflicts with other documents - Review other agreements like leases, loans, and contracts for any conflicting provisions.
Include key transfer restrictions - Address how new members can be admitted, and existing ownership interests can be transferred or sold.
Define capital structure and contributions - Clearly establish initial ownership percentages, contribution amounts, and share/unit issuance process.
Set distributions and dividends policy - Determine standards and procedures for proportionate and non-proportionate profit distributions.
Establish officer roles - Identify officer positions and define respective duties, authority, and decision-making power.
Review with competence - Carefully review all documents related to the entity with experience in closely held Texas businesses.
Hopkins Centrich, Your Business Attorneys
Hopkins Centrich is a full-service business law firm that handles all business-related law issues (as well as the occasional compliance issue) for a variety of privately owned companies, tech firms, healthcare providers, architectural firms, among many others . . . as well as advisor to start-up ventures.
About Hopkins Centrich
Hopkins Centrich PLLC provides cutting-edge, high-quality, creative legal solutions for business and business owners in Texas.
Our attorneys and staff have decades of experience in virtually every aspect of business law in The Woodlands and Texas. We have designed and incorporated businesses, managed their every legal concern, engaged in litigation on their behalf, aided with mergers and acquisitions, managed mergers, acquisitions, and sales.
Hopkins Centrich knows Texas business law. We are uniquely positioned to help business owners from startup to merger or sale or transfer to family members.
When we work with a client, our sole focus is on them. We take advantage of everything technology has to offer to optimize how we work. That gives us more time to spend with you, more time to understand the issues, and more time to negotiate and prepare for trial.
We get that no one wants to contact a law firm unless they feel they absolutely have to. When they do, it almost always means that ‘things have reached a head.’
The attorneys and staff of Hopkins Centrich understand business. We understand business owners. We will make any legal process understandable; you will know what is happening with your case every step of the way, and you will never have to track us down for answers.
How We Work
Hopkins Centrich is a team with a deep bench. All our attorneys have extensive litigation experience which they fully use when called for.
Hopkins Centrich’s attorneys all have ‘big firm’ backgrounds. They formed our firm with the goal of keeping the best of those firms while employing far more personal experience for our clients.
We do this by using technology to its fullest. We will make use of every cutting edge legal and business technology and methodologies to ensure that we will continue to deliver the highest quality legal services to our clients while allowing us to respond promptly and efficiently to client needs, exceed project requirements, operate effortlessly with narrow timeframes, and develop innovative and flexible legal solutions at competitive fees.
We are creative. We are agile. We quickly adapt to rapidly changing circumstances, including changes in the law.
Our vision statement may sum it up best. We will deliver highly skilled, ethical, and aggressive legal representation to every client by:
Responding promptly to our clients’ needs;
Anticipating business and legal trends that may affect our clients;
Managing our clients’ matters in an efficient, caring, and proactive manner;
Communicating regularly and clearly with our clients