Skip to main content
Clay Butler

Clay Butler’s Answers

5 total

  • I am thinking to open an electrical buisness should I file LLC ?

    I would like to know if a buisness can sit idle while the propriotor obtains training and licensing in the feild of the buisness?

    Clay’s Answer

    Most States do not have penalties for a business that sits idle. Keep in mind though that some States may require you to pay franchise fees or other filing fees in forming the business and continuing the business in that the State. On the other hand, having the business already formed will come into handy when setting up bank accounts and getting business accounts set up with potential vendors.

    See question 
  • I own 2 condominiums in Texas and would like to setup a LLC to manage these properties. Do I need to setup the LLC in Texas?

    I am a full-time resident of Colorado.

    Clay’s Answer

    You are not required set-up the LLC in Texas and could very well form the LLC in Colorado. However, it may be more economically feasible for you to go ahead and form the LLC in Texas. The reason is because to be able to do business in Texas as an out-of-state LLC you would have to register to do business in Texas by submitting an application to the Texas Secretary of State's office and pay a $750 filing fee. On the other hand, to form the LLC in Texas you would only be required to file a Certificate of Formation and pay a much smaller fee of $300.

    See question 
  • Our inc. business has a judgement against it for breaking a lease. We closed the corp and opened a new one, is new one safe?

    Closed Incorporated business due to judgement against it. Re-opened under new corp. name. Is new corporation safe from judgement?

    Clay’s Answer

    Your answer is really going to depend on some facts not apparent in your question. One major factor is whether or not the new business is in the same line of work as the old one. If so, an aggressive attorney could argue the new business is really a replacement for the old one and ask the court to ignore the new entity. Another factor is what occurred to the assets of the old business. If the old business transferred all of its assets to the new business in a relative short duration to when the judgment was granted the transfer may be reversed by the Court as a fraudulent transfer. Many States have adopted the Fraudulent Transfer Act allowing the Court to reverse transfers it deems fraudulent in nature.

    See question 
  • I am a member of an LLC in Texas and I want out. I do not want anything for my 45% of the company.

    All the IRS correspondence to our company comes to my attention (care of) as a "Member". However, one of the partners has been intercepting the correspondence and has not been paying some payroll tax without my knowledge. The amount owed is not mu...

    Clay’s Answer

    The process for getting out of the LLC will be located in the company's operating agreement. I would ask the managing members for a copy if you do not have one already.

    See question 
  • A family member passed away & I want out of the business. Can I sell to anyone or I'm I stuck with this business & partners

    I do not want to be part of this business & want out of the liabilities

    Clay’s Answer

    The answer to your question would most likely be in your company's by-laws or operating agreement depending on the business structure. Generally, in most organizational documents, there are provisions stating other members (your business partners) will have a right of first refusal to purchase. However, the organizational documents governing the business you are situated with may state something different.

    In the situation where there are no by-laws or operating agreement then State law would apply. You would then need to look up the applicable statute to determine whether there are restrictions to the sell of your interest in the company.

    See question