Buying A Business In Texas
Texas Tax Code Section 111.020 provides that if a person who is liable for a tax sells the business, the purchaser must withhold an amount of the purchase price sufficient to pay the amount of any taxes due unless:
buying a business in texas
If the current business owner owes taxes and escrow closes without a Certificate of No Tax Due, the purchaser is liable for the unpaid taxes up to the purchase price for the business, including any assumption of indebtedness. The Certificate of No Tax Due must be requested before the sale closes in order to absolve the purchaser of liability.
Only the purchaser is protected by a Certificate of No Tax Due. The seller of the business will remain responsible for any and all tax, penalty, and/or interest liabilities that occurred prior to the date of the sale. If the business was not actually sold, any Certificates of No Tax Due issued have no effect and the seller will continue to owe any liabilities due.
The Certificate of No Tax Due is tax specific. When a request for a Certificate of No Tax Due is received, the Comptroller's office will review all state taxes for which the business is permitted or otherwise determined to be liable. Each tax will be addressed separately. For instance, if there is an outstanding liability for one tax type, it will not hold up the issuance of certificates for other tax types for which the seller is permitted. Tax types for which the seller is not permitted are not eligible for a Certificate of No Tax Due.
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Most importantly, find out why the business is for sale. Have the owners attempted to sell before? A situation in which the previous owner is retiring is very different from a business that is facing regulatory scrutiny, dwindling profit margins, or bankruptcy.
Whether or not the deal works out, the NDA will protect both parties from litigation, so long as it is clear and enforceable. An experienced business lawyer can draft an NDA that works for everyone involved.
While you are thinking about your financial future, consider limiting your liability by creating a business entity. Speak to your attorney to find out whether a sole proprietorship, business partnership, limited liability company (LLC), corporation or another option is right for you.
The purchase and sale agreement is the most important part of buying a business. This document will contain details about entities and business types and outline what, exactly, you are purchasing. All business assets will need to be listed on the agreement; as well as any exceptions, warranties or liabilities (supported by a thorough disclosure schedule).
The purchase agreement will also stipulate the final price of the sale and payment terms. If buyers and sellers have different opinions about the value and future potential of a business, they may compromise by including an earn-out provision in the purchase agreement. While intended to avoid disputes, earn-outs can lead to problems or disputes if they do not detail the metrics, methodology and time periods used for the earn-out formula.
Make sure you get an itemized list of all sale contents before you purchase your new business. This itemized list may include fixtures, inventory, trademarks, and patents and should appear on your purchase and sale agreement.
Finally, the last thing you want after purchasing a business is an interruption in services or operations. For this reason, you will also want to develop a transfer plan, so the business, its employees, and its operations can continue working through the change of ownership. Often, the previous owner can help you with the transition process, and many former owners agree to stay involved in business operations for a set amount of time as part of the sale.
Investing in a healthcare enterprise or medical practice comes with its own set of risks and considerations. Before you purchase a healthcare entity, make sure you choose an attorney or law firm with experience in both business law and health law.
Under section 5.053 of the BOC, the name of a filing entity or a registered series of a Texas LLC or the name under which a foreign filing entity registers to transact business in this state must be distinguishable in the records of the secretary of state from the name of any existing filing entity, the name of a foreign filing entity that is registered to transact business in Texas, the existing fictitious name of a foreign filing entity, the name of another existing registered series of a Texas LLC, and any existing name reservation or name registration filed with the secretary of state. Texas Administrative Code, Title 1, Part 4, Chapter 79, Subchapter C sets out the rules for determining whether names are distinguishable, the same, or available with consent. If you wish the secretary of state to provide a preliminary determination on name availability, you may call (512) 463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to Corporations Section. A final determination cannot be made until the document is received and processed by the secretary of state. Do not make financial expenditures or execute documents based on a preliminary clearance. Also note that the preclearance of a name or the issuance of a certificate of formation under a name does not authorize the use of a name in violation of another person's rights to the name. See Trademark FAQs for more information.
A name registration is a filing that can be made by an organization that is authorized to do business in Texas as a bank, trust company, savings association, or insurance company, or that is a foreign filing entity not registered to transact business in Texas under the Texas Business Organizations Code. In order to approve a name registration, the name must be distinguishable in the records of the secretary of state from the name of an existing filing entity, foreign filing entity, name reservation or other name registration.
It depends. Filing a name registration does not give an entity the authority to transact business in Texas. A valid name registration precludes another entity from filing under a legal or fictitious name that is not distinguishable in the records of the secretary of state. A name registration is valid for one year and may be renewed.
An application for registration, formerly called a certificate of authority, is filed by a foreign corporation, limited liability company, limited partnership, limited liability partnership, professional association, or other foreign entity as listed in section 9.001 of the Texas Business Organizations Code when the entity will be transacting business in Texas. Filing an application for registration gives a foreign filing entity the authority to transact business in Texas. However, the need to file an application for registration depends on the nature and extent of the activities of the entity in Texas. In addition, a foreign entity may need to file an application for registration with the secretary of state in order to meet other state law requirements.
No. Chapter 71 of the Texas Business & Commerce Code does not authorize rejection of an assumed name certificate on the basis of a name conflict. Therefore, there may be multiple assumed name certificates on file with the secretary of state for the exact same name. An assumed name certificate provides information about the underlying business's identity and location. It does not give the registrant any right to use the assumed name in a way that violates the law, infringes on the rightful use of the name by others, and it does not prevent anyone else from filing the same assumed name or using the name to form a new entity with the secretary of state. It is up to each business entity to protect its name and good will. 041b061a72