Texas Business Law
From formation to exit. And everything your business encounters between.
Whether you're structuring a new venture, negotiating a contract that will define your next five years, or planning the transaction that lets you walk away on your terms, I bring 25 years of corporate experience and the resources of an 80-attorney national firm to every engagement.
In this practice area
Your business has outgrown its first attorney
You started with an attorney who helped you form your LLC and filed your initial paperwork. That was the right attorney for that stage of your business. But now you're signing larger contracts, hiring people, managing risk, considering a partner or investor, and thinking about what happens in five or ten years. The questions you're asking today require a different depth.
I've spent 25 years working with businesses at every stage of the lifecycle, from the formation conversation to the exit negotiation. I think about your legal questions the way you think about your business: strategically, practically, and with an eye on what comes next.
Business law capabilities
Entity Formation & Structuring
LLCs, corporations, partnerships, and joint ventures, structured correctly from the beginning. I don't just file paperwork. I ask the questions that determine whether you need a single-member LLC or a multi-class equity structure, and I build it to support where your business is headed, not just where it is today. Texas entity formation runs through the Business Organizations Code, Chapter 21 for for-profit corporations, Chapter 101 for limited liability companies, Chapter 152 for partnerships. TBOC §3.005 sets the floor for what every certificate of formation must contain; the supplemental provisions for each entity type add the operational structure on top. The decisions made at this stage compound for years afterward.
Contracts & Commercial Agreements
Drafting, reviewing, and negotiating the agreements that move your business forward. Vendor contracts, customer agreements, service agreements, licensing deals, NDAs, and the commercial terms that protect your position without killing the deal.
M&A, Buying or Selling a Business
Whether you're acquiring a competitor, merging with a partner, or selling the business you've built, I handle the transaction from letter of intent through closing. Due diligence, deal structure, purchase agreements, representations and warranties, and post-closing integration. Mergers in Texas are filed through TBOC §10.151 (Certificate of Merger and Exchange). Asset purchases, conversions, and interest exchanges have their own statutory frameworks within Chapter 10. The deal documents that translate business intent into legal effect are where most of the value gets captured, or lost.
Capital Raises & Investor Relations
Equity and debt financing, term sheets, subscription agreements, investor rights, and the securities compliance that comes with bringing in outside capital. I've raised money on both sides of the border and I know what investors expect, and what founders should protect. Capital raises in Texas implicate the Texas Securities Act, recodified effective January 1, 2022 at Texas Government Code Chapters 4001–4008. Older treatments still cite the prior Civil Statutes article numbers; the modern codification is the authoritative reference. Most Texas private placements use exemptions under Chapter 4005, often paired with federal Regulation D filings.
Shareholder & Partnership Agreements
Buy-sell agreements, operating agreements, shareholder rights, drag-along and tag-along provisions, and the governance terms that prevent partner disputes from becoming litigation. These agreements are the foundation of every multi-owner business. Getting them right at the beginning costs a fraction of fixing them later. Texas shareholders' agreements operate under TBOC §21.101 and the related provisions in Subchapter B of Chapter 21. Related-party transactions sit under TBOC §21.418, the section governing contracts and transactions involving interested directors and officers.
Exit Planning
If you're building toward a sale, a transition, or a succession, the planning should start years before the transaction. I help business owners understand their options, structure the business for maximum value, and execute the exit on terms that reflect what they've built.
Business Risk Audits
A structured review of your contracts, insurance, compliance obligations, and operational exposure. Most business owners don't know where their risk concentrations are until something goes wrong. I find them first.
The Scale bridge: When your business needs IP protection, a real estate transaction, employment counsel, or litigation support, I bring in a Scale LLP colleague. One relationship. National depth.
The Texas Business Law Stack
Four statutes define the working framework of Texas business law in 2026. Each layer builds on the foundation underneath it, and decisions made at one layer affect the options available at the next. Texas businesses operating without an understanding of how the stack fits together typically miss optimization opportunities, or miss compliance obligations.
Business Organizations Code
The Texas Business Organizations Code (BOC) is the foundational layer. Entity formation (LLCs, corporations, partnerships, professional entities), internal affairs governance, member and shareholder rights, fiduciary duties, dissolution, merger, and conversion all live here.
For any Texas entity, the BOC is the default operating manual, and decisions to opt in to SB 29 provisions or opt out of default duties are layered on top of this foundation. Get the BOC right, and the other layers stack cleanly.
Senate Bill 29
Effective May 2025, SB 29 reformed multiple aspects of Texas corporate governance: codified business judgment rule application under TBOC § 21.419(c), expanded fiduciary duty modification options, established a 3% ownership threshold for derivative suits (§ 21.552(a)(3)), codified jury trial waivers (§ 2.115), and tightened books-and-records demand procedures (§ 21.218).
Many SB 29 provisions are opt-in or opt-out by charter or operating-agreement choice, not automatic. The bill's benefits depend on entity-specific governance decisions made deliberately.
Texas Data Privacy and Security Act
TDPSA, effective July 2024, is Texas's comprehensive consumer privacy law, modeled on Virginia's VCDPA but with Texas-specific provisions including small business exemptions, sensitive data carve-outs under § 541.107, and the Attorney General's enforcement framework.
For businesses processing consumer personal data above statutory thresholds, TDPSA compliance is mandatory. The first state enforcement action, Allstate, filed January 2025 in Montgomery County, signaled the AG's seriousness about enforcement. Smaller businesses should evaluate exemption mechanics annually as the business grows.
Texas Business Court
Operational September 2024, the Texas Business Court is a specialized commercial court with concurrent jurisdiction over complex business disputes meeting the $5M jurisdictional threshold. Bench trials are standard; specialized judges with substantive business law expertise; jurisdictional eligibility continues to expand.
For Texas entities entering significant contracts or facing governance disputes, the Business Court is now a strategic factor in forum selection and dispute resolution planning. Forum-selection clauses designating the Business Court are increasingly common.
Texas vs Delaware, general business jurisdiction
A comparison across the dimensions most often raised by businesses choosing between Texas and Delaware for entity formation, redomestication, or restructuring. This is a different angle from a pure governance comparison, it covers the broader operating environment for Texas-based businesses.
| Dimension | Delaware | Texas |
|---|---|---|
| Entity formation cost | $90 LLC filing fee; annual $300 franchise tax for LLCs | $300 LLC filing fee; franchise tax applies at $2.47M revenue threshold |
| Franchise / margin tax | Flat-rate annual franchise tax based on entity type and shares | Margin tax based on revenue; many entities exempt below threshold |
| Specialized commercial court | Court of Chancery, centuries of jurisprudence; bench trials standard | Texas Business Court (Sept 2024); $5M threshold; bench trials standard |
| Governance framework | DGCL, extensive caselaw; well-known to investors | TBOC + SB 29, codified business judgment rule; modification flexibility |
| Choice-of-law and forum clauses | Generally enforceable; DGCL § 115 confirmed exclusive-forum bylaws | Codified under TBOC § 2.115 (SB 29); Texas Business Court designation increasingly common |
| Filing confidentiality | Member/manager names not required on public filings | Public filings disclose more entity detail; some confidentiality available via series LLC and trust structures |
| Counsel and talent pool | Deep concentration of corporate law expertise; investor familiarity | Substantial and growing; major firms with Texas corporate practices; specialist boutiques |
| Recent direction | Litigation environment scrutinized post-Tornetta; some redomestication outflow | Receiving redomestication inflow; legislative posture broadly business-friendly |
This comparison reflects statutory and regulatory provisions as of May 2026. Specific decisions depend on entity-specific facts, including tax structuring, investor preferences, and operational footprint. Not legal advice.
How to evaluate Texas as a jurisdiction for your business
A five-step framework for businesses considering Texas, whether for fresh formation, redomestication from another state, or restructuring an existing footprint. The right answer is business-specific. The right process is not.
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Assess current jurisdiction's fit
Inventory where the entity is formed today, where it operates, where its investors and stakeholders are, and what friction the current jurisdiction creates. Most jurisdiction reviews are triggered by specific friction, disclosure burden, governance constraints, tax cost, litigation exposure. Identify the actual friction before evaluating alternatives.
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Evaluate operational and tax considerations
Compare franchise tax and margin tax exposure across jurisdictions. Consider sales tax, employment tax, and any industry-specific tax treatment. For Texas, the margin tax exemption threshold and the absence of state income tax are often material. Run the numbers honestly based on actual projected revenue.
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Review governance preferences
Consider how SB 29's opt-in and opt-out framework matches the business's actual governance structure. For some entities, the flexibility is material; for others, the Delaware framework is closer to the actual practice. Review charter and operating agreement implications carefully.
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Consider litigation profile
Texas Business Court eligibility, forum preference for the kinds of disputes the business may face, jury trial preferences, and counsel availability all factor in. For businesses likely to face complex commercial disputes, the Business Court's $5M jurisdictional threshold and specialized judges are material.
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Plan transition or fresh formation
If redomestication is warranted, evaluate the mechanism: domestication, conversion, dissolution-and-reformation, or statutory merger. Each has different tax consequences, governance continuity implications, and timing. Document the decision and the rationale at the board level before executing.
The Texas Business Court, what it means for your contracts and governance.
Texas launched a specialized Business Court on September 1, 2024 (created by House Bill 19, codified at Texas Government Code Chapter 25A). House Bill 40, effective September 1, 2025, lowered the jurisdictional threshold for most case categories from $10 million to $5 million, and broadened the court's reach to include intellectual property, trade secrets, software, and data security disputes. The court has eleven divisions; the Eighth Division sits in Fort Worth, the closest division to Granbury.
What it means in practice. Commercial contracts now have a forum-selection question that didn't exist three years ago, whether to include a clause directing qualifying disputes to the Business Court. Shareholder agreements and governance documents matter more, because the court has jurisdiction over fiduciary duty disputes, derivative actions, and TBOC-based actions involving publicly traded companies regardless of dollar threshold. The clearer your governing documents are about decision rights and dispute resolution, the more predictable the forum analysis becomes if a dispute develops.
I don't litigate, but I advise on the upstream documentation, drafting contracts, governance documents, and shareholder agreements with the Business Court forum in mind. The court is now part of the Texas commercial landscape, and these are decisions worth thinking through before any dispute develops.
Practicing in Granbury, serving across Texas.
My office is at 205 E Bridge Street on the Granbury town square, across from the Hood County Courthouse. From that square I serve businesses across the DFW metroplex and the wider state. Granbury is a real working town with a real working business community, and the one thing that's been missing is sophisticated corporate counsel without the Dallas drive and the Dallas billing rate.
Most of my Texas clients are in Hood, Tarrant, Parker, Erath, Johnson, and Somervell Counties, the corridor running west and south from Fort Worth. I also work with businesses across the broader DFW metroplex, the Hill Country, and increasingly across the state as the work has spread by referral.
When you do need Dallas, for federal court litigation, for a specialty venue, for IP work that needs a registered patent attorney, I bring it to you through the Scale LLP platform. Eighty attorneys distributed across the country. Dallas-licensed colleagues, Houston-licensed colleagues, Austin-licensed colleagues. You pick up the phone and call me. The expertise gets routed quietly behind the scenes.
The point is to give Granbury and Hood County businesses access to the same caliber of corporate counsel a Tarrant County business would expect to find in downtown Fort Worth, without making them drive to Fort Worth or Dallas to get it. The infrastructure exists. This is just an effort to meet Texas businesses where they are.
Y'all Street Law Podcast.
Each week I co-host the Y'all Street Law Podcast with my Scale LLP colleague Brian Elliott. The podcast focuses on Texas business law, the legislative cycle, the court system, the statutory and regulatory shifts shaping how businesses operate in the state. Recent episodes have covered the new Texas Business Court, the Texas Stock Exchange, the One Big Beautiful Bill's QSBS changes, the Texas Data Privacy & Security Act, and a year-in-review of 2025 Texas business law developments.
The podcast is available on Apple Podcasts, Spotify, Amazon Music, YouTube, and at yallstreet.transistor.fm. If you're a Texas business owner or someone advising one, it's a steady weekly read on what's changing.
Client Testimonial
It's amazing that we sold an office building in Grapevine, Texas — Chuck Kraus quickly understood what I wanted and the corresponding paperwork that would be required. A significant transaction was done all on the phone, and I finally met Chuck when he came by to introduce himself.David Johnson Google Review · ★★★★★
Frequently asked questions
If you're signing contracts, managing employees, dealing with investors, or planning a significant transaction, you need an attorney who works in business law every day. Estate planning attorneys, family lawyers, and general practitioners are excellent at what they do, but corporate transactions, governance, and commercial agreements require specific expertise and current knowledge.
Three to five years before you want to sell. The highest-value exits are built, not stumbled into. Entity structure, tax planning, contract cleanup, key-person risk, and buyer positioning all take time. If you're starting to think about it, that's the right time to call.
I focus on transactional and advisory work. If your matter involves litigation, I bring in a colleague from Scale LLP's litigation practice, experienced trial attorneys who can handle the dispute while I continue advising on the business side. You don't lose your business attorney when a lawsuit arrives.
I've spent 25 years in corporate law, including three tours as General Counsel of public companies, a decade in the C-suite, and dual-country licensing. Most business attorneys in smaller markets, and they're excellent people, haven't had the opportunity to work at that level. I have, and I chose to bring that experience to this market. When your business needs sophisticated counsel, you shouldn't have to drive to Dallas to get it.
My practice isn't limited to a single industry. I've worked with companies in technology, energy, financial services, construction, manufacturing, professional services, and real estate. The common thread is complexity, businesses making decisions that have significant legal and financial implications.
The Texas Business Court launched September 1, 2024, and was significantly broadened by House Bill 40 effective September 1, 2025, most case categories now have a $5 million threshold (down from $10 million), and jurisdiction now covers intellectual property, trade secrets, software, and data security disputes in addition to governance, fiduciary duty, securities, and high-value contract matters. Eleven divisions exist statewide; the Eighth Division sits in Fort Worth. Most small-to-mid-market businesses won't see a dispute that reaches Business Court jurisdiction, but the contracts you sign today often outlive your assumptions about scale, and forum-selection clauses written now can determine where a future dispute gets resolved. The newer the contract, the more this is a real consideration.
The honest answer is: it depends on what you're building, who your investors will be, and how much you value Texas's evolving alternative to the Delaware Chancery system. Delaware remains the default for venture-backed companies, most VC term sheets assume Delaware C-Corps, and Delaware corporate law is more developed because it's been litigated for over a century. But Texas has been steadily building a competing framework: the new Business Court, recent amendments to the Business Organizations Code (SB 29 and HB 40), a management-friendly statutory regime, and significant scrutiny of recent Delaware Chancery decisions involving controller-conflict transactions. For founder-controlled businesses that don't expect institutional VC, Texas can be a strong choice, particularly with the operational and tax advantages of staying in-state. The answer is fact-specific, and worth having early, before formation costs and contractual commitments make it harder to change.
From the Y'all Street Law podcast
Brian Elliott and I cover the developing landscape of Texas business law in long-form conversation. Episodes most relevant to this practice area:
Texas Business Courts Launch
The September 2024 launch of the specialized commercial court that changed the calculus for every Texas business.
Listen Episode 7Inside the Texas Business Courts
How the Texas Business Court works in practice, judges, opinions, and the procedural mechanics that matter.
Listen Episode 11Texas Corporate Law Overhaul
SB 29, SB 1057, and the legislative package that reset the Texas business law landscape in 2025.
Listen Episode 12Texas Data Privacy Turns One
The TDPSA after one year of enforcement, and what the Allstate matter signals about the AG's posture going forward.
Listen Episode 162026 Predictions
The next year of Texas business law, and the structural shifts every Texas business should know about.
ListenDefined terms in this practice area
Each term links to a statutorily-grounded definition in the Kraus Law glossary, with citations and Texas-specific application notes.
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