Mark Avery's Answers

Is is necessary to probate my deceased mother's real property or can I transfer it to me under Texas probate laws

Since there is a will, you need to probate it in order to transfer title. Until it is probated, there is no individual who can legally act on behalf of your mother. Also, the will must be probated within 4 years of your mother passing. If all debts of the estate have been satisfied, then you can use a more simplified probate procedure.

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We want to start another business but not sure how to stucture it.

Yes. You can just use the form provided by the county and file it that same day. Please remember that a Texas DBA automatically expires in 10 years.

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What kind of lawyer would a client need to draw up a lease purchase agreement that would be acceptable under Texas law?

I might be able to help you. I have do many of these. Give me a call at (512)476-0005.

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Is a power of attorney still valid if the grantor dies under TX state law

The answer is no. Under Texas law, a power of attorney is no longer effective upon the death of the Principal who executed it.

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Process under TX state law to dissolve a partnership, division of partnership assets

I would agree with what has previously been stated by my collegues. In addition, I would suggest you look to see if a Buy Sell Agreement was signed. There are many factual issues which will determine which option is best for you (e.g., financing, who want to stay in the business vs. leave, non-competes, outstanding liabilities, lease assumption and personal guarantees, etc.) You need to speak with an attorney who specializes in business dissolutions to guide you through the process.

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When changing from member managed to manager managed LLC, do I need to file an amendment to a cert of formation?

I would only add that you will likely need to also amend your company agreement, bank authorizations, and have a written consent from the members to do this change.

Need attorney that handles change of ownership of company / corporation?

Give me a call. I work with business owners in the reorganization, sale and purchase of businesses and their assets.

Are our Wills prepared in FL still valid since we moved to state of Texas

Besides what Lu Ann already said, you may also find that your wills are not properly "self proved" underTexas law. If that is the case, then your executor would have to find one of the witnesses to your Florida wills and have them testify regarding the will signing ceremony. Obviously, that can be difficult to do.

Under TX business laws, what type of businesses can be converted into a LLC

Under Texas Business Organizations Code, an "domestic entity" may convert into a different type of domestic entity. Of course, there are very specific requirements to follow in order to convert, and you should consult a CPA prior to converting in order to make sure that you are aware of the tax consequences of the conversion (e.g., existing C corp with A/R or inventory).