1.What types of partnerships does Texas recognize?
Texas recognizes several types of partnerships, including general partnerships (GPs), limited partnerships (LPs), and limited liability partnerships (LLPs).

2.Is it necessary to register a partnership in Texas?
General partnerships are not required to register with the state of Texas, but creating a partnership agreement is advisable. Limited and limited liability partnerships must also file their Certificate of Formation with the Texas Secretary of State.

3.What is a Certificate of Formation, and how do I file it for an LP or LLP in Texas?
A Certificate of Formation is a legal document that officially registers an LP or LLP with the state. You can file this document with the Texas Secretary of State's office, either online or by mail, along with the required filing fee.

4.Do I need a written partnership agreement for a Texas partnership?
While not legally required, having a written partnership agreement for any cooperation in Texas is strongly recommended. This document outlines the partnership's roles, responsibilities, and terms and helps prevent misunderstandings.

5.How are profits and losses taxed in a Texas partnership?
In a Texas partnership, profits and losses pass through to the individual partners, who report them on their tax returns. Texas does not impose state income tax on associations.

6.Can a Texas partnership have foreign partners or operate in other states?
Yes, a Texas partnership can have partners who reside outside the state and conduct business in other states. However, it may need to register as a foreign entity in those states if it meets specific criteria.

7.What are the liability implications for Texas partnerships?
In a general partnership (GP), partners have unlimited personal liability for the partnership's debts and obligations. There is no filing or written agreement required to form a GP and therefore it is the easiest to form but yet also the most dangerous because of the lack of any formality and the unlimited risk to each partner.
Limited partners in a limited partnership (LP) have limited liability, while general partners in an LP are personally liable. Limited liability partners (LLPs) enjoy little liability protection.

8.How do I withdraw or dissolve a Texas partnership?
The process for dissolving a Texas partnership depends on the type and terms outlined in the partnership agreement. Generally, it involves a partner vote and the distribution of assets and liabilities.

9.Are there any annual reporting requirements for Texas partnerships?
Texas does not require yearly reports for general partnerships. Limited and limited liability partnerships must file periodic reports with the Texas Secretary of State.

10.Can I convert a Texas partnership into another business structure, like an LLC or corporation?
It is possible to convert a Texas partnership into a different business structure. Partners must follow the specific requirements and procedures for conversion. Consulting with an attorney is also advisable.

11.Is forming a partnership advisable, whether it is a GP, LP, or LLP?
Due to the pitfall and liability issues, it is important to understand that people that associate to carry on a business for profit can fall into a partnership unintentionally.  It is important to speak to a Business Attorney and Tax Professional to understand the risks and benefits that may come with forming a partnership informally or through my formal means of filing for an LP or LLP.


Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

Forming a small business in Texas is an exciting endeavor filled with opportunities and potential for growth. However, it's essential to be aware of the various regulatory bodies and requirements that govern business operations in the state. In this blog post, we'll explore four crucial aspects that small business owners in Texas need to be aware of: the Secretary of State (SOS), the Office of the Attorney General (OAG), the Texas Comptroller of Public Accounts, and the Texas Workforce Commission (TWC).

1. Secretary of State (SOS): The Secretary of State in Texas can significantly affect small business owners by overseeing various aspects of business registration, compliance, and regulation. Their office is vital in facilitating the legal operation of businesses in the state, which can impact the ease of doing business. 

• Business Formation and Registration: The Secretary of State's office registers businesses in Texas, including sole proprietorships with an assumed name (DBA), partnerships, corporations, and limited liability companies (LLCs). Small business owners must register their interactions with the Secretary of State to operate legally. The ease of registration, the availability of online services, and the processing time for business filings can all affect small business owners' ability to start and operate their businesses.
• Business Records and Information: The Secretary of State maintains records and information related to businesses in Texas. Small business owners often rely on these records for various purposes, such as verifying business names, conducting due diligence on potential partners or investors, and accessing public information about other businesses.
• Trademark and Trade Name Registration: Small businesses often must protect their brand through trademark registration. The Secretary of State's office oversees the registration of business trade names and trademarks, which can impact small business owners' intellectual property rights and brand protection.
• Regulatory Compliance: The Secretary of State's office may ensure that businesses comply with various state regulations and requirements. Small business owners may need to navigate these regulations, and the Secretary of State can affect the ease or complexity of compliance processes.

2. Office of the Attorney General (OAG): Protecting Your Business and Consumers-
The OAG in Texas is vital in protecting businesses and consumers. Small business owners should be aware of several key areas the OAG oversees:

• Consumer Protection: The OAG enforces laws that protect consumers from deceptive trade practices, fraud, and unfair business practices. Small businesses must be transparent and honest in their customer interactions to avoid legal issues.
• Contractual Agreements: Ensuring your business's legally sound contracts are essential. The OAG can guide you in drafting contracts that protect your interests and comply with state laws.
• Collections and Debt Recovery: If your business faces difficulties collecting customer payments, the OAG can provide information on legal debt collection practices.

3. Texas Comptroller of Public Accounts: Managing Business Taxes-
The Texas Comptroller of Public Accounts oversees taxation and revenue collection in the state. For small business owners, understanding your tax obligations is crucial:

• Sales Tax: Depending on your business activities, you may need to collect and remit sales tax to the state. It's essential to calculate and report sales tax to avoid penalties accurately.
• Franchise Tax: Many businesses are subject to the Texas franchise tax based on the business's margin.  The deadline usually falls on or around May 15th but check the website for the exact deadline.  All businesses must file the Texas Franchise Tax Form, but there are No Tax Due reports if you fall under the minimum revenue; again, check the website as the threshold can change through legislation.
• Online Sales: If your business conducts online sales, be aware of the state's rules regarding sales tax on e-commerce transactions.

4. Texas Workforce Commission (TWC): Navigating Employment Regulations-
For businesses with employees, the Texas Workforce Commission is a critical agency to understand:
Unemployment Insurance: If you are an employer, you may be required to pay unemployment insurance taxes to supply benefits to eligible workers who become unemployed.

• Labor Laws: Familiarize yourself with Texas labor laws, including minimum wage requirements, employee classification (e.g., exempt vs. non-exempt), and workplace safety regulations.
• Workplace Discrimination: The TWC enforces laws prohibiting workplace discrimination, including race, gender, age, and disability. Small business owners should create an inclusive and respectful work environment.

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In conclusion, running a small business in Texas requires more than just a great product or service – it demands a thorough understanding of the regulatory landscape. The Secretary of State, Office of the Attorney General, the TWC, and the Texas Comptroller of Public Accounts all play essential roles in ensuring fair business practices, proper business forms and filings, taxation, and compliant employment policies. By staying informed and proactive, small business owners can navigate these aspects effectively and lay the foundation for a successful and sustainable business journey in the Lone Star State.


Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

In an era of increasing accessibility and convenience, online platforms like Rocket Lawyer and LegalZoom have emerged as popular resources for individuals seeking assistance with legal documents. These services promise comfort, affordability, and ease of use, making them an attractive option for those navigating the complex world of legal paperwork. However, beneath the surface lies a crucial aspect that users should be aware of -disclaimers. This article delves into the importance of understanding releases when utilizing services like Rocket Lawyer and LegalZoom for your legal documents.
 
The Rise of Online Legal Services
Gone are the days when legal processes were solely the domain of law firms and attorneys. The advent of technology has paved the way for a new approach to legal assistance that empowers individuals to create, modify, and access various legal documents without stepping foot into a law office. Online platforms such as Rocket Lawyer and LegalZoom have democratized the legal landscape by offering templates and guidance for various legal needs, from creating wills to drafting contracts.
 
The Power of Disclaimers
While the convenience of these services is undeniable, it's crucial to understand the role that disclaimers play. Disclaimers outline the service's limitations and clarify the boundaries of responsibility.
 
These legal disclaimers often underscore several vital points:

1. Not a Substitute for Legal Advice - One of the most essential aspects of disclaimers is the emphasis that these services are not a substitute for professional legal advice. They provide a general framework and templates, but they may not cover the specific nuances of your situation. Rocket Lawyer and LegalZoom help you understand the basics of legal documents, but there may be better answers to address intricate legal matters that require expert guidance.
2. Personal Responsibility - Disclaimers remind users they are responsible for the accuracy and appropriateness of the documents they create using these platforms. Reviewing and customizing templates to suit your unique situation is vital. Ignoring this step could lead to serious legal consequences down the road.
3. Changes in Laws and Regulations - The legal landscape is constantly evolving, with laws and regulations subject to change. Disclaimers typically inform users that the information and templates provided might not be current or relevant. Staying informed about the legal environment and making necessary adjustments to your documents are essential to ensure their validity.
4. No Attorney-Client Relationship - Engaging with online legal services does not establish an attorney-client relationship. It means you won't have the privilege of attorney-client confidentiality or the personalized advice that comes with a professional attorney. Consulting an attorney might be a better course of action if your legal matter requires a deeper understanding and tailored guidance.
5. Making Informed Decisions - As with any service, awareness is vital. Read and understand the disclaimers provided when utilizing Rocket Lawyer, LegalZoom, or similar platforms. Acknowledge the limitations of the service and consider the complexity of your legal situation. These services can be valuable tools if you're dealing with a straightforward matter that doesn't require in-depth legal expertise. However, seeking professional legal counsel is a safer bet for complex or highly personalized situations.

 
Ultimately, online legal services have transformed how we approach legal matters, offering a middle ground between DIY solutions and traditional law firms. By understanding the significance of disclaimers and their implications, you can navigate these platforms effectively and make informed decisions that align with your legal needs. Remember, while technology can provide tools, it's your responsibility to wield them wisely in the realm of the law.


​Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

Issue: Husband and Wife wanted to create an estate plan for their adult children and grandchild. They had a rental property in Texas as well as another state and wanted to avoid probate. One property had a mortgage, but the other was paid off.
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​Solution: Cohoon Legal established an estate plan with a Pour-over Will for all the assets to go into the intervivos Trust (Living Trust) that was established for the beneficiaries. We created a Texas Series LLC for the real estate and put each property into the series; then, the Trust was created and assigned the LLC membership interest of the husband and wife. This allowed for the business and real estate to continue after the passing of either client (husband and wife), and no probate would be necessary in either state. We worked with another law firm in the other state to complete the deed transfers into the Series LLC.  In the business organization documents, we drafted a resolution for the assignment of interest after the passing of either client. This was a complex set of transactions in addition to the standard estate planning documents, which protected the assets of the business and prevented the need for costly probate.


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​Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

When creating an estate plan in Texas, there are several key elements you should consider including. It's essential to consult with an experienced estate planning attorney in Texas to ensure your estate plan meets all legal requirements and effectively reflects your wishes. Laws vary in each state, so a professional can guide you through the process and address your needs and concerns according to your state’s law.
 
The first key element is a Will. A will organizes how assets and property are allocated after your death. It also allows you to appoint an executor to manage your estate and name guardians for any minor children. Completing a will does not avoid probate, but it is a necessary document in any estate plan.
 
Next, designate someone you trust as your agent through a durable power of attorney.  A power of attorney is effective during your life and does not affect your assets after your death. If you become incapacitated, this person will have the call to make financial and legal decisions in your best interest. Along with durable power of attorney, appoint a trusted individual as your healthcare agent through a medical power of attorney. If you cannot, this person will make medical decisions for you.
 
A living will, also known as an advance healthcare directive, expresses your wishes regarding medical treatment and life-sustaining measures in the event of a terminal illness or persistent vegetative state.
 
It is also essential to sign a HIPAA authorization form to grant permission for healthcare providers to disclose your medical information to designated individuals, ensuring they can make informed decisions on your behalf.
 
Another consideration in your estate planning process is creating a revocable living trust to manage your assets during your lifetime and dictate how those assets distribute after your death. This trust can aid in avoiding probate. It also provides privacy and flexibility in asset distribution.
 
If you have property in multiple states or real estate and one or more businesses, it is important to understand how your estate plan can work to make the process smooth for your family and business.
 
Review the beneficiaries on all accounts, life insurance policies, and other assets. Ensure they align with your estate plan, as beneficiaries supersede instructions in a will or trust.
 
A letter of intent will guide your loved ones regarding your final wishes, funeral arrangements, and other important information or instructions. If you have minor children, designate guardianship in your will to ensure they are cared for by someone you trust if you pass away.
 
Review and update your estate plan often to account for changes in your circumstances, such as marriages, divorces, births, deaths, or significant changes in assets. If you need assistance with estate planning, Cohoon legal would be more than happy to help.
 

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​Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

Do you need a commercial lease for your business? If so, this post will help you become more familiar with the provisions discussed in a typical commercial lease.

There are so many factors to consider when entering a commercial lease that can impact your business, so it is important to reach out to a real estate attorney with experience in negotiating and advising on leasing commercial property.  This list below will not sufficiently prepare you to understand or negotiate for the best lease, but it will help you be more familiar with the necessary sections of a typical commercial lease.

Here are some key things to look for in the lease agreement:
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1. Lease term: The lease should clearly state the beginning and final dates of the lease term and any renewal options.  What is the requirement for giving notice that you are leaving at the end of your lease term or if you want to renew your lease?

2. Rent and payment terms: The lease should specify the amount of rent, how and when rent is due, and any late fees or penalties for non-payment.  Is it a Triple Net Lease (NNN) which is becoming a very common lease type for commercial property? 

3. Security deposit: The lease should specify the amount of the security deposit and the conditions under which the landlord may retain it.

4. Maintenance and repairs: The lease should specify the responsibilities of the landlord and tenant for maintaining and repairing the property, including any costs that are the tenant's responsibility. What are the Common Area Maintenance (CAM) fees, and what is included in those fees? These are important to know because it means additional costs each month that are separate from your rental monthly payments.

5. Use and occupancy: The lease should specify how the tenant is allowed to use the property, any restrictions on the use of the property, and any zoning or other legal requirements. 

6. Alterations and improvements: The lease should specify whether the tenant can make alterations or improvements to the property, and if so, what procedures they must follow and who is responsible for the costs.  Who is responsible for paying for the buildout?  It is important to decide whether completing the buildout as the tenant is better or having the landlord do it. There are reasons for each option to consider.

7. Insurance and liability: The lease should specify the insurance requirements for the tenant and who is responsible for any damages or liabilities on the property.

8. Termination and default: The lease should specify the conditions under which the landlord or tenant may terminate the lease and what happens in case of a default by either party.
 
It's essential to review and negotiate the terms of a commercial lease carefully before signing. Speaking with a real estate attorney is a good idea because many of these terms can be negotiated, and unfortunately, many clients seek an attorney when they have broken the lease or after an issue arises, knowing what to expect and what you are responsible for under the lease terms is vital, so you do not breach it.
 
The lease for a commercial tenancy is the guideline that both landlord and tenant must follow, so, as a tenant, you should also understand what the landlord is responsible for and what remedies you may have if they are not following the lease. By understanding the terms of the lease and protecting your interests, you can help ensure a successful and profitable leasing experience.
 
For more information about Triple Net Leases and Common Area Maintenance, click the links: 
https://rb.gy/xc2rp
https://rb.gy/d3pfm

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​Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

 A severance agreement is a legal contract regarding an employee's departure from a company. It may be called a separation agreement, termination agreement or similar. Typically, a severance agreement will include details such as the effective date of the break, the compensation and benefits the employee will receive upon leaving the company, and any restrictions on the employee's future employment or conduct.
 
An employer will offer a severance agreement to employees that were terminated, laid off, or who left the company voluntarily. Severance agreements often include a release of claims, which means that the employee agrees not to sue the company for any claims related to their employment or separation. In exchange for this release, the employer typically offers the employee a package of compensation and benefits.
 
Some of the critical elements of a severance agreement may include:

• Compensation: The agreement typically outlines the severance pay and other benefits the employee will receive, such as outplacement services or continuation of health insurance.
• Release of claims: The agreement may include a disclaimer in which the employee agrees not to sue the company for any claims related to their employment or separation.
• Non-compete clause: The agreement may include a non-compete clause. This clause disallows the employee from working for a company competitor for a certain period after leaving. 
• Non-disclosure and non-solicitation clauses prohibit the employee from disclosing confidential information or soliciting the company's customers or employees after leaving the company.
• Timing of payment: The agreement should specify when the employee will receive severance pay and benefits.
• Intellectual Property. The agreement may have provisions that cover intellectual property and trade secrets that you will be prohibited from using or disclosing in any future work.

 
There are state and federal rules that must be upheld by the agreement.  It is important to consult with an employment attorney that can guide you and explain the severance agreement so you can make an informed decision about whether you want to sign it and release your claims. Also, if you are filing for unemployment benefits, it is important to know how a severance agreement may affect those benefits. These agreements can affect your future positions and hireability, so it is vital to know what you may be giving up if you choose to accept a severance agreement.
 
It is necessary for employees to review these agreements carefully and consult with legal representation, as they may give up fundamental rights in exchange for the severance package.
 
At Cohoon Legal, we assist clients with severance agreement negotiation, wage claims, wrongful termination, discrimination claims, TWC/EEOC filing, and settlements. Set up an employment consultation today to determine your options when faced with an employment issue.


Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

​What is an Initial Consultation?
Cohoon Legal offers potential clients a phone consultation to speak with Amber Cohoon about their legal matters. During this time, you can determine if you want to hire Cohoon Legal for your representation and if Cohoon Legal is the best firm to handle your matter. You can ask her any questions you have, and she will assess your situation. The attorney will be able to answer if she has experience with cases like yours, what areas of the law she practices, what steps she will take for your case, and what options you may have for your legal issue.

Is a Consultation Legal Advice?
This consultation is not meant to resolve your legal question, so you will not be given much legal advice during the call. Instead, it is an opportunity to determine if you wish to hire an attorney. Lawyers are NOT required to provide legal advice during a consultation. People often believe they can have all their legal questions answered at this first meeting, at little or no cost. Unfortunately, lawyers are not supposed to give legal advice until after they have been retained, which usually requires a signed fee agreement and payment. This protects the lawyer from having to decline future clients because of a conflict of interest they weren't compensated for, and it protects the potential client from being misinformed about a situation the lawyer hasn't had a chance to research and analyze your matter thoroughly.

What is the Cost?

• 30 min- $135
• 45 min- $150
• 1 hr.- $300

How do I Schedule a Consultation?
Please visit the Cohoon Legal website to learn more about our firm and scheduling options. We offer general consultations as well as specialized consultations such as contract review, business formation, purchasing or selling a business or business assets, employment, and estate planning. 

​You can schedule a consultation directly at https://CohoonLegalSchedulingCalendar.as.me/PNC. 
 
Copyright by Cohoon Legal 2023.
DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

Choosing a business entity in Texas is an important decision that can have significant legal and tax implications. Here are the most common types of business entities in Texas: 

1. Sole Proprietorship: This is the simplest form of business entity, where one person owns and operates the business. There is no legal distinction between the owner and the business, and the owner is personally responsible for all liabilities and debts of the business.

2. Partnership: A partnership is like a sole proprietorship but involves two or more people who share ownership and management responsibilities. There are two main types of partnerships: general partnerships and limited partnerships.

3. Limited Liability Company (LLC): An LLC is a popular choice for small businesses because it offers liability protection for the owners, while still allowing for flexibility in management and taxation. The owners, also known as members, are not personally liable for the debts and obligations of the LLC.

4. Corporation: A corporation is a separate legal entity that is owned by shareholders, who are not personally liable for the debts and obligations of the corporation. There are two main types of corporations: C corporations and S corporations.
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When choosing a business entity in Texas, it's important to consider factors such as liability protection, taxation, and management structure. You should also consult with an attorney or tax professional to determine the best option for your specific business needs. 

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Copyright by Cohoon Legal 2023.

DISCLAIMER: The information you obtain at this site is not, nor is it intended to be, legal advice. Any links to outside websites are does not mean that Cohoon Legal endorses or is any way affiliated with the third-party website or company and no liability exists or is created through the link. You should consult an attorney for advice regarding your individual situation.

Stay tuned!