CORPORATION AND BUSINESS ENTITY LAW
This area of practice also frequently involves aspects of employment law, depending on the size of the client's organization. Corporations, LLCs, and LPs are formed by filing a certificate of formation with the secretary of state. Corporations are owned by shareholders, managed by a board of directors, and administered by officers. LLCs are owned by members and managed by members, managers, or both. An LP is a partnership of one or more limited partners and one or more general partners. A limited liability partnership (LLP) is either a pre-existing general partnership or a pre-existing limited partnership (LP) that takes the additional and entirely optional step of registering with the secretary of state as an LLP. Tex. Bus. Orgs. Code §§152.801 et seq. and 153.351 et seq. Filing an application for registration of an LLP does not create a partnership or any other entity. Instead, an LLP is merely an optional registration that is made by an underlying, pre-existing partnership. Each of these entity structures shields its owners from personal liability for the debts and obligations of the entity and may offer tax advantages that are not available to sole proprietorships and general partnerships. Each of these entities must also pay Texas franchise taxes.