Thomas Finley Lawyer

Legal Help for Business Formations in Waco, TX

Thomas P. Finley’s law firm provides legal assistance for business formations and choosing a business entity in Waco, TX, including:

Deciding on a business structure is one that a person should make in consultation with an attorney and accountant. You should also consider issues regarding liability, tax, continuity, management, the formality of operation, and transferability of ownership interests. An excellent source of information on selecting a business structure is available from the Texas Secretary of State’s website.

You can also find important references for basic federal tax information for starting a small business on the Internal Revenue Service’s website. Another valuable source for tax information in Texas can be found on the Texas Secretary of State website’s Employer and Tax Information page.

Thomas P. Finley does not give tax advice of any kind. We advise clients to seek a tax advisor for those issues before choosing the structure of the new entity. You may seek a recommendation for a certified public accountant (CPA) from Waco business lawyer Thomas P. Finley, Jr. to help you with tax issues.

Business owners often look to form an LLC, corporation, or partnership for their existing or new business. Waco business lawyer Thomas P. Finley, Jr. regularly assists existing and new business owners with legal matters related to forming a company, whether they want to operate as a closely held business, partnership, LLC, limited partnership (LP, Ltd.), or corporation (Subchapter S or Subchapter C).

Waco business lawyer Thomas P. Finley, Jr. collaborates closely with business owners in forming their business entity, so he can determine the best solution to meet the goals and objectives of clients’ new businesses. Contact Waco business lawyer Thomas P. Finley, Jr. to discuss your business formation. Below are the most requested Texas business entities he was asked to form in his law office.

Business Formations Services:

Basic Texas Business Entities


Limited Partnership
(LP or Ltd.)

S, Sub S, and C Corporations




Basic Texas Business Entities

Since the mandatory application date of January 1, 2010, the Texas Business Organizations Code (BOC) has been applied to all Texas corporations, partnerships, LLCs, and other domestic and foreign filing entities registered to transact business in Texas. The BOC applies regardless of an entity’s formation date or whether the entity has taken affirmative steps to adopt the BOC.

New business owners make many crucial decisions, including selecting the entity type of their new business. This decision can be changed later, but it would be cost-efficient to make the right and best decision the first time.

A business owner should familiarize himself with the types of entities and then coordinate with an attorney and accountant regarding the best entity choice, considering the business owner’s planning and long-term goals. We advise business owners to read the information found on the Internal Revenue Service’s Business Structures page about tax considerations when starting a new small business.


The following are the most common primary types of business entities available in Texas:
In Texas, LLC is formally created by filing a Certificate of Formation with the State of Texas to obtain the benefit of limited liability company status. In some ways, the LLC can seem like a corporation, and in others, it resembles a limited or general partnership. The LLC incorporates the benefits of the corporation’s limited liability for all the LLC owners while maintaining the tax advantages of a partnership.
The operational aspects of LLCs are very flexible under Texas law. They also require less formality than a corporation. The LLC is a prevalent business entity for entrepreneurs seeking a low maintenance option to the more rigid corporation structure. The power to run the LLC’s day-to-day operation can be by the members themselves, or they can provide for managers to run the LLC just like a corporation’s board of directors.

With an accountant’s help and advice, business owners can select different options for the tax treatment of their LLC. The LLC is an individual entity in which all of its owners, called members, have liability protection from the LLC’s operations. Dallas and Waco business lawyer Thomas P. Finley, Jr. works together with business clients and their accountants to form LLCs in Texas.

Limited Partnership (LP or Ltd.)

A limited partnership is a business entity formally created under the law of Texas where the limited partners can obtain liability protection. They can only get the protection by filing a Certificate of Formation of LP with the State of Texas.
A limited partnership comprises one or more limited partners and one or more general partners. The general partner or partners will have control of the partnership’s day-to-day operational aspects and any other matters allowed by the general partner as outlined in the LP Agreement. All LPs should have an agreement that will clearly set out the general partner’s rights and responsibilities and the matters upon which the limited partners will have a vote or control in terms of the LP’s operations.
Limited partners should not take part in the active management of the partnership as limited partners. However, they can be employed by the LP. The general partner accepts responsibility and liability for the business entity in exchange for the limited partners’ non-participatory financial backing. The general partner is a corporation, LLC, or another limited partnership in most cases because the general partner is ultimately accountable for all the obligations and debts of the LP.

Limited partners invest in the LP without liability risk beyond their initial contribution as outlined in the LP agreement. Dallas and Waco business lawyer Thomas P. Finley, Jr. assists clients in the business entity formation for the general partner, the formation of the Limited Partnership, and the drafting of the LP agreement.

S Corporation or Sub S Corp.

The S corporation is a regular corporation for state law purposes. Under the Subchapter S of the Internal Revenue Code, this type of corporation is a device used commonly by close corporations in which the shareholders have elected to be an S corporation and, therefore, a partnership for income tax purposes. It is advisable that the shareholder’s accountant make this election. The corporation itself is subject to taxation on its income unless the business entity and its shareholders make the election to be an S corporation.

The federal income tax law sets very technical rules for S corporations in terms of the qualification and maintenance of S corporation status. S corporation shareholders are generally not liable for claims and debts against the corporation. This is unless the shareholders have otherwise agreed to be obligated for such debts by personal guarantees. Dallas and Waco business lawyer Thomas P. Finley, Jr. works with business clients and their accountants devising S corporations in Texas.

C Corporation

A Texas C corporation is formed by filing the required documents for formation to the Texas Secretary of State. It is an artificial person or legal entity, created by statute and existing separate and apart from its owners or shareholders so that it may make contracts, own property, and sue and be sued in its own name. By incorporating a business, the separation protects the shareholders from any liability for debts and other corporation obligations.
Typically, a corporation has a board of directors elected by the shareholders. The board oversees the business’ dealings and strategy. They also select officers to handle the corporation’s day-to-day management. Corporations differ widely in complexity and the number of shareholders. Texas corporations vary in type and can include: (1) the individual owner corporation, in which one person owns all stock. (2) the close corporation, in which only a few owners hold the stocks, which are not traded publicly; and (3) the public issue corporation, in which shares of stock are held in many hands and sold to the public.

A corporation can have a continuous existence, unlike a sole proprietorship or partnership. As a general rule, a shareholder’s death or the sale of stock by one owner to another will not affect the business operation’s continuity. Corporate shareholders are also not liable for claims against the corporation exceeding the amount of their individual investment. Dallas and Waco business lawyer Thomas P. Finley, Jr. regularly assists small business owners in the formation of corporations in Texas.

General Partnership (GP)

A general partnership materializes whenever two or more legal entities or persons associate to operate a business as co-owners of the business for profit. The general partners may or may not have taken a moment to write a partnership agreement that should outline the rights and duties of the partners relative to the partnership assets, income and losses of the business, liabilities, and business operations control. To the extent a written partnership agreement does not address the mentioned matters, Texas has legislated statutory laws to implement an overall structure for the GP’s management and operation. Each partner has the implied authority to bind the partnership as to outsiders by any act within the ordinary and usual activities of the particular business.

Each partner individually, and the partnership as a separate entity, is jointly and severally accountable for the partnership’s debts and obligations and breaches of trust or wrongful acts by other individual partners. Dallas and Waco business lawyer Thomas P. Finley, Jr. drafts partnership agreements for general partnerships.

Sole Proprietorship

The sole proprietorship is the least complicated business structure. In this type of business entity, the individual owner carries on their own business, even though it may be operating under an assumed name. According to Texas law, a sole proprietorship has no separate legal existence apart from the sole proprietor. He or she has all the control of and responsibility for the business decisions and operations.
The sole proprietor possesses all the business property as an individual. However, he or she also assumes absolute personal liability for all debts and other claims against the business. Although sole proprietorships are the simplest forms of business structure, they also have the most risk in terms of liability from their operations.

Sole proprietors often contact Dallas and Waco business lawyer Thomas P. Finley, Jr. to seek legal assistance in forming a new business entity, including an LLC, LP, or corporation, for their existing sole proprietorship business. This is to allow for future growth and get additional liability protection.

Read FAQs about the formation of Texas business entities on the Office of the Texas Secretary of State website.

Call or email Dallas business lawyer Thomas P. Finley, Jr. to seek consultation about your new business formation.

Registered Agents—What Is a Registered Agent?

The Texas BOC requires every foreign and domestic or foreign filing entity to keep an office and registered agent in Texas. The BOC also authorizes the filing of an appointment of an agent for service of process by an unincorporated nonprofit association. Moreover, the Texas Finance Code allows a Texas financial institution to appoint an agent for service of process.

An entity’s registered agent is an agent of the entity on whom may be served any process, demand, or notice permitted or required by law to be served on the entity. According to Section 5.201(b) of the Texas BOC, registered agents designated on or after January 1, 2010, must have consented to serve in that capacity in a written or electronic form developed by the Office of the Secretary of State. Click here to download the form.

What Is a Registered Office?

An entity’s registered office must be a physical address in Texas where the registered agent can be served with the process during business hours. The Office of the Secretary of State will mail correspondence to the registered office. It is also the business office address of the registered agent, which may be similar to the entity’s place of business. However, it cannot be a P.O. box that is a part of a message service or commercial mail, unless that commercial enterprise is the registered agent.
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