Business Law
Business law relates to entity selection, formation, and the relationship among owners. Ehlert & Associates aids client in determining the structure appropriate for their business objectives.
Entity Formation
Choice of entity
A specialized legal consultation where we discuss the client’s business goals and suggest the most advantageous entity structure to achieve those goals. Fees are based on a business consultation model, and start at $200 per hour with a half-hour minimum.
Formation
Limited Liability Company (LLC):
Specifically included: Texas Secretary of State filing fee (~$350), certificate of formation, company agreement, record book, and 1-hour consultation. Fees start at: $1,800 (simple), $2,600 minimum, billed hourly (complex).
Series LLC:
A new variant of the LLC that allows members/managers to form a series under the umbrella company without state filing fees. The documents require modified language to permit series formation. Forming the umbrella company includes : Specifically included: Texas Secretary of State filing fee, one assumed name certificate, certificate of formation, two company agreements (parent and child), record book, and 1-hour consultation. Fees start at: $2,800 (simple), $3,800 minimum, billed hourly (complex).
Joint Ventures (JV):
Where parties come together, usually for short or limited duration, and agree to split losses as well as profits, a joint venture may be the appropriate mode. JVs are not required to file with the Texas Secretary of State. Services include: JV agreement, one revision, and two hour consultation (typically 1-hour before and after drafting). Fees start at $2,000 (simple) or $3,200 (complex); each a minimum and billed hourly.
Entity formation services include filing (if required) with the Texas Secretary of State (SoS), drafting the formation and operating agreement, and ordering/shipping the record book. We include one hour of consultation to answer questions regarding the documents, general “next steps”, and governance. Consultation credit expires 30-days from receipt of record book. Services do not include registered agent services, registering an Employer Identification Number (EIN) with the IRS, answering tax-related questions, or transferring title to property into the entity. Formation services never include representing the parties in negotiating the terms of the agreements, and is drafting only. Unless stated otherwise, SoS filing fees are not included.
For-profit incorporation:
This is the classic corporation, the “Inc.” Accounting professionals may call this a c-corp, but that is a tax designation not found in the Texas Business Organizations Code. Specifically included: Texas Secretary of State filing fee (~$350), certificate of formation, by-laws, record book, and 1-hour consultation. Fees start at: $1,800 (simple), $2,600 minimum, billed hourly (complex).
Partnerships:
General Partnership (GP):
The business structure does not require filing with the Secretary of State, but without a partnership agreement, the parties operate under the default rules laid out by the legislature. To avoid unintended consequences, Partners can file a with the SoS and be governed under a custom partnership agreement. Services include: certificate of formation, partnership agreement, filings with the Texas Secretary of State (but not the filing fees), record book, and 1-hour consultation. Fees start at $1,800 (simple), $2,600 minimum, billed hourly (complex), plus $600 per Partner after the first two.
Limited Partnership (LP):
This is a GP which has others who participate in profits, but not the operations. Services include: certificate of formation, partnership agreement, filings with the Texas Secretary of State (but not the filing fees), record book, and 1-hour consultation. Fees start at $4,200 minimum, billed hourly.
Governance
Our services in this area of law revolve around structure and operation of the entity, and the relationship between the equity owners and managers. We might represent the entity’s equity owners, the entity’s managers, or the entity itself. These services range from simple drafting to complex drafting/reviewing/revising/negotiating. Fees vary by complexity and level of involvement.
- By-laws & Company agreements
- Shareholder agreements
- Voting trusts
- Buy-sell agreements
- Structural reorganization
- Registered agent for service of process
- Mergers & Acquisitions (M&A)
- Capital formation
Business Consultation
We provide business consultation with clients on an hourly rate. Retainers may be required for long-term engagements and the amount depends on the complexity of the circumstances and law. Board membership for routine functions is different than consultations, and is available for an annual fee schedule.
Board advisory services
Director and officer responsibilities
Annual document review
Transactional representation
Business Document Review and Comment
We comment on the strengths and weaknesses of a document the parties drafted, and suggest changes based on our client’s objectives. We answer questions regarding the legality, enforceability, and meaning of the contract. We do not revise or draft at this level, nor negotiate on the client’s behalf.
Draft and Revise
We draft the initial docs or review/comment/revise the other party’s contract. This level is does not include ongoing revisions, negotiation, or brokerage functions. See Document drafting, above.
Ongoing Review/Comment/Revise
Multiple iterations of review/comment/revision of the client’s earnest money contract, title commitment, and closing documents; does not include negotiations or brokerage with opposing parties.
Counsel throughout
No limit review/comment/revise on documents related to the transaction, and advise on areas related to the transaction. Does not include negotiation or broker services.
Attorney brokerage services
Full counsel services and negotiation on client’s behalf with other parties to the transaction. Call for pricing.
Texas Secretary of State filings
Fees subject to change by the Texas Secretary of State’s office. Current government fee schedule can be found here. Mail-in filings expense not included.
Turn around times are approximate. Fees subject to change.