Brian Edward Walters’s Answers

Brian Edward Walters

Austin Litigation Lawyer.

Contributor Level 4
  1. Can a business sue a former president of a defunct SCorp in Texas?

    Answered almost 3 years ago.

    1. Brian Edward Walters
    2. Lior Y Leser
    2 lawyer answers

    In Texas, there is a fundamental assumption that the owners of a limited liability entity such as a corporation or an LLC are not personally liable for the debts and obligations of the business entity itself. There are certain exceptions to this rule which can lead to personal liability for the owners, but typically those involve some degree of fraud. The Texas legislature in 2011 amended the Business Organizations Code to apply the same personal liability test (called veil-piercing) to both...

    4 lawyers agreed with this answer

  2. I am trying to find the real owners of a Texas LLC. The SOS will only give a member's name.

    Answered about 3 years ago.

    1. Saeed Tellawi
    2. Brian Edward Walters
    3. Nina Yablok
    3 lawyer answers

    I assume that because you stated that the Secretary of State provided you with the member's name only, you are phoning into the TX SOS's office for information rather than searching for the information through the SOS's online system. If you search for the LLC online using the Texas Secretary of State's "SOS Direct" system (small fee applies and account required), you would likely have access to a great deal more information than is provided by phoning the SOS. For example, SOS Direct can...

    3 lawyers agreed with this answer

  3. I am buying a 50% interist a LLC in tx i will be 50% member, will i have the same control and benifits as the other owner?

    Answered about 3 years ago.

    1. Brian Edward Walters
    2. Phillip Monroe Smith
    3. Kamryn Maris Caldwell
    3 lawyer answers

    Due to the inherently flexible nature of limited liability companies in Texas, your question is very difficult to answer without a great deal more information and a review of the LLC's company books. This is certainly a situation where you want to be fully aware of your rights and obligations, so please consult with a business attorney prior to entering into this business relationship. There are, however, several things to know about LLCs in Texas that could affect one member's...

    3 lawyers agreed with this answer

  4. What kind of attorney do I need? It is an issue regarding the purchase of real property but involves fraud.

    Answered almost 2 years ago.

    1. Brian Edward Walters
    2. Brian Heath Crockett
    2 lawyer answers

    I believe you have taken the correct first step by speaking with a real estate attorney. It sounds from your question as though you may be wondering if you have any recourse against the seller of the property. In that case, you will need to consult with a litigator experienced in land transaction disputes and potentially DTPA/consumer law. If there is something else you are specifically curious about, please explain further as this will help the attorneys on this page fully answer your question....

    2 lawyers agreed with this answer

  5. Bankruptcy Series LLC

    Answered almost 3 years ago.

    1. Brian Edward Walters
    2. Gary Alan Armstrong
    2 lawyer answers

    Excellent question and, unfortunately, one that is currently without an answer. Your question asks if the liability shield between series will be respected by a bankruptcy court such that the assets of the non-bankrupt series will not be dragged into the estate of a bankrupt series. The inability to answer this question lies within the definitions in the bankruptcy code. The real issue here is whether a bankruptcy court would consider a series within the SLLC to be a "person" as that...

    2 lawyers agreed with this answer

  6. Can my husband's partner kick him out of the LLC partnership ?

    Answered about 3 years ago.

    1. Brian Edward Walters
    2. Phillip Monroe Smith
    2 lawyer answers

    LLCs are unique business entities and the statutes governing their operation differ from state to state. This means that you're going to need an attorney licensed in MO and well versed in the Missouri Limited Liability Company Act and related case law in order to make a recommendation based on your specific circumstances. That said, one member of an LLC typically cannot unilaterally terminate another member's ownership interest in the LLC unless they each signed a document (referred to as...

    2 lawyers agreed with this answer

  7. Im in a dispute with my business partner i might have to sue him? would a lawyer work on my case on a contingency?

    Answered about 3 years ago.

    1. George J. Spathis
    2. John Warwick Caldwell
    3. Steven Zalewski
    4. Brian Edward Walters
    5. Michael Austin Hackard
    5 lawyer answers

    Mr. Caldwell is correct in stating that contingency fee arrangements under the circumstances you describe are very uncommon.

    1 lawyer agreed with this answer

  8. Is it too late to adopt by-laws and have meeting of directors?

    Answered about 3 years ago.

    1. Robert Forman Smith
    2. Brian Edward Walters
    3. Mark Joseph Guay
    3 lawyer answers

    Mr. Smith's recommended course of action in the answer above is very sensible. At the same time, there may be other issues at play here. You mentioned that you did not receive completed documents for the corporation. Of particular concern with a corporation would be whether it has elected to be an "S" Corporation for federal income tax purposes or whether you intended to keep your default "C" Corp classification. The "S" election is a time-sensitive filing and, while it may be possible to...

    1 lawyer agreed with this answer

  9. When filling out Articles of Organization for a home based business is it ok to use a po box or does it have to show the home ad

    Answered about 3 years ago.

    1. William C. Bower
    2. Michael James Duffy
    3. Brian Edward Walters
    3 lawyer answers

    As Mr. Duffy mentioned above, most states require an actual physical address rather than a PO Box when filing articles for a new business entity. If you are interested in protecting your personal address information, one option could be to use a registered agent service company. These companies act as registered agents for the business entity and place their information rather than yours in the formation documents. We typically employ them when filing out-of-state entities for our clients....

    1 lawyer agreed with this answer

  10. Kansas llc expired b/c we forgot to file an annual report. can we just form a new one in delaware?

    Answered about 3 years ago.

    1. Brian Edward Walters
    1 lawyer answer

    You pose a excellent question that comes up a lot in practice. Many states have laws in place that forfeit a business entity's existence, list it as expired, or consider it in bad standing when that entity fails to keep up with required state filings or franchise taxes. When this occurs, the laws differ in each state as to the consequences to the particular entity. Some states may consider the entity "involuntarily terminated" whereby the owners must complete a filing to reinstate the entity...

    1 person marked this answer as helpful