Best Business Registration Lawyers in Texas

About Business Registration Law in Texas, United States

Business registration in Texas is a key first step for anyone who wants to operate a legal business in the state. Texas law requires most businesses to register some or all aspects of their commercial activity with state and sometimes local authorities. This process ensures that businesses operate under specific rules and structures, are compliant with tax obligations, and are recognized as legal entities. The Texas Secretary of State serves as the main agency for business registration at the state level. There are several types of business entities in Texas, such as corporations, limited liability companies (LLCs), partnerships, and sole proprietorships, each with its unique registration requirements.

Why You May Need a Lawyer

Registering a business in Texas can be straightforward, but certain circumstances often call for legal help. Here are some common scenarios where a lawyer can be invaluable:

• If you are unsure about the right business structure for your needs, such as whether to form an LLC, corporation, or partnership.
• If you have partners or investors and need to draft or review operating agreements or partnership contracts.
• If your business will operate in multiple states or internationally, adding complexity to your registration and compliance needs.
• If you need to protect intellectual property as part of your business entity registration process.
• If your industry has special licensing, zoning, or regulatory requirements.
• If you are buying an existing business and need to verify continued compliance with Texas business law.
• Whenever you encounter legal forms, complex documentation, or state filings that can impact your business liability or tax situation.

Local Laws Overview

Texas business law is governed primarily by state statutes, particularly the Texas Business Organizations Code. Here are some key aspects relevant to business registration in Texas:

• Most formal business entities like corporations and LLCs must register with the Texas Secretary of State and file a Certificate of Formation.
• Sole proprietors operating under any name other than their personal name must file an Assumed Name Certificate (also known as a DBA, or "Doing Business As") with the relevant county clerk.
• Most businesses must also register for state taxes with the Texas Comptroller of Public Accounts.
• Certain businesses require state-level or local permits and licenses depending on the industry and location.
• Each type of business entity has specific ongoing compliance requirements, such as annual or periodic reports.
• Texas does not have a corporate income tax, but most businesses are subject to the state franchise tax.

Frequently Asked Questions

What is the first step to register a business in Texas?

The first step usually involves selecting your business structure and registering your business name. For corporations and LLCs, you file a Certificate of Formation with the Texas Secretary of State. Sole proprietors or general partnerships generally file an Assumed Name Certificate with the county clerk.

Do I need to register my business if I am a sole proprietor?

If you use your own legal name for your business, you may not need to register at the state level. However, if you operate under any other name, you must file an Assumed Name Certificate (DBA) with your county clerk.

What are the most common business structures in Texas?

The most common forms are sole proprietorships, general partnerships, limited liability companies (LLCs), and corporations. Each structure has different tax, liability, and regulatory implications.

How long does it take to register a business in Texas?

Processing times vary depending on the entity type and the method of filing. Online filings with the Secretary of State can take a few business days, while mail filings may take longer.

How much does it cost to register a business in Texas?

Filing fees vary by entity type. For example, an LLC Certificate of Formation is typically $300, while an Assumed Name Certificate is usually around $25 to $30 at the county level. Additional costs may apply for licenses and permits.

What ongoing requirements does Texas impose on businesses?

Most registered entities must file annual or periodic reports with the Secretary of State, maintain a registered agent, and pay applicable franchise taxes to the Texas Comptroller.

Can I operate my Texas business from home?

Many businesses can operate from home, but you must comply with local zoning regulations and ordinances. Some home-based businesses may also need special permits or licenses.

Do I need an Employer Identification Number (EIN)?

Most businesses, except sole proprietorships with no employees, will need an EIN from the IRS for tax purposes. LLCs and corporations are always required to have one.

What happens if I fail to properly register my business?

Failing to register can result in penalties, lack of legal protection for business owners, inability to enforce contracts, and possible tax issues. You may also not be able to open a business bank account without proper documentation.

Can I change my business structure after registration?

Yes, it is possible to change structures, but the process may require significant paperwork, transferring assets, and updating registrations with both the Secretary of State and the Comptroller. Legal advice is recommended when making this change.

Additional Resources

Individuals seeking information or assistance regarding business registration in Texas can turn to several resources and authorities:

• Texas Secretary of State - Business and Public Filings Division: Central hub for corporate filings, name searches, and business entity records.
• Texas Comptroller of Public Accounts: Responsible for state tax registration, franchise tax information, and tax forms.
• Local County Clerk Offices: Where sole proprietors and partnerships file Assumed Name Certificates (DBA).
• Texas Economic Development Office: Offers resources and guidance to new businesses in the state.
• Small Business Administration (SBA) - Texas District Offices: Offers free counseling, business plan templates, and access to small business resources.
• Local Small Business Development Centers (SBDC): Provide hands-on assistance with business formation and compliance.

Next Steps

If you are considering starting a business in Texas or have questions about your existing business, it is wise to consult with a qualified attorney experienced in business law. Begin by defining your business goals and preparing any key documents related to ownership, business names, or planned activities. Contact a Texas business law attorney for a consultation to discuss your options and compliance requirements. Gather any correspondence from state or local authorities and be ready to explain your business vision and needs. Finally, make use of the resources listed above to prepare questions and understand the basics before your legal consultation. Taking these steps will help ensure your business is built on a solid and compliant foundation in Texas.