Entity Formation and Restructuring

Entity Formation & Restructuring in Texas

The entity you choose — and the documents behind it — determine who’s liable when something goes wrong, how your profits are taxed, who controls decisions, and how hard it will be to bring in a partner or sell someday. Get it right at the start, and your structure works quietly in the background for years. Get it wrong, and you’ll pay to fix it later, usually at the worst possible time.

Compass Legal, PLLC helps North Texas business owners form, document, and restructure their companies under the Texas Business Organizations Code (BOC). From our Carrollton office, we serve founders and established owners across Dallas, Denton, Collin, and Tarrant counties.

How do I choose the right business entity in Texas?

Choose based on four factors: liability protection, tax treatment, management structure, and ownership flexibility. There’s no single “best” entity — there’s only the best fit for how you’ll actually run and grow your business.

  • Liability protection. Will your personal assets — your home, savings, and other property — be shielded from business debts and lawsuits? Sole proprietorships and general partnerships offer no shield. LLCs and corporations do, if maintained properly.
  • Tax treatment. Texas has no state personal income tax, but your entity choice still drives your federal tax picture — pass-through treatment versus corporate taxation, and self-employment tax considerations.
  • Management structure. Who makes decisions? An LLC can be member-managed or manager-managed. A corporation has a board, officers, and shareholders with defined
  • Ownership Will you add partners, grant equity to key employees, or take on investors? Some structures make that easy; others make it painful.

Texas recognizes a full menu of options: sole proprietorships, general partnerships, limited partnerships (LP), limited liability partnerships (LLP), LLCs (including series LLCs), for-profit corporations, professional entities (PLLC and PC) for licensed professionals, and nonprofits. We’ll walk you through the tradeoffs in plain English and recommend the structure that fits your goals.

LLC vs. corporation vs. partnership vs. PLLC — what's the difference?

  • LLC: The most popular choice for Texas small businesses, and for good reason. It combines liability protection with flexible management and pass-through taxation by A series LLC can hold separate assets — like multiple rental properties — in distinct, internally shielded series.
  • For-profit corporation: Better suited when you plan to raise outside investment, issue stock, or grant equity at More formalities, more structure — which investors often want.
  • Partnership (GP, LP, LLP): Useful in specific situations, but a general partnership formed by handshake offers no liability protection and exposes each partner to the others’ decisions. If you’re in one now, that alone is worth a conversation.
  • PLLC / PC: Texas requires licensed professionals — physicians, attorneys, CPAs, and others — to use a professional entity rather than a standard LLC or corporation for their practice. (Compass Legal is a PLLC itself.)

What are the steps to form a business entity in Texas?

Forming a Texas filing entity follows a defined sequence — and the filing itself is only the beginning:

  • Choose and clear your The name must be distinguishable from existing entities on file with the Texas Secretary of State, and it should also clear trademark concerns.
  • Designate a registered Texas requires every filing entity to maintain a registered agent with a Texas address to receive legal notices and service of process.
  • File the Certificate of Formation. This is the document that legally creates your entity, filed with the Texas Secretary of State. The standard filing fee is $300 for an LLC or for-profit corporation. Texas waives this fee for qualified veteran-owned businesses — a waiver made permanent effective January 1, 2026.
  • Adopt a company agreement (or bylaws for a corporation). This is the document that actually governs your business — more on why
  • Obtain an EIN from the IRS so you can open bank accounts, hire, and file
  • Register for Texas franchise Most small businesses fall under the no-tax-due threshold — $2,650,000 in annualized total revenue for 2026 reports — and owe nothing. But every taxable entity must still file a Public Information Report (PIR) or Ownership Information Report by May 15 each year. Missing it can put your entity’s good standing at risk.

We handle this entire sequence for you, and just as importantly, we make sure the documents reflect how you actually plan to run the business.

Why does the company agreement matter more than the filing?

Because the Certificate of Formation creates your entity, but the company agreement governs it. The state filing is a few pages of basic facts. The company agreement answers the questions that actually decide disputes: Who owns what percentage? Who can sign contracts? How are profits distributed? What happens if an owner wants out, stops contributing, divorces, or dies? Without a written agreement, the BOC’s default rules fill the gaps — and those defaults rarely match what owners would have chosen. We’ve seen far too many partnerships fracture over questions a two-hour drafting conversation would have settled years earlier. If your company has more than one owner and no real company agreement, fixing that should be your next legal priority. Pair it with a buy-sell agreement and you’ve covered the most common ways co-ownership goes wrong. Learn more about the full set of contractual agreements your business should have in place.

What is business restructuring, and when do you need it?

Restructuring means changing your entity’s legal form, ownership, or governing documents to match where your business is going. The BOC gives Texas businesses powerful tools to do it without starting over:

  • Conversions — change entity types (for example, corporation to LLC, or moving an out-of-state entity to Texas) while keeping the same legal existence, contracts, and
  • Mergers — combine entities, acquire another business, or reorganize a group of
  • Amendments to the Certificate of Formation — update your name, management structure, or other foundational terms on file with the state.
  • Adding partners or investors — amend your company agreement, document capital contributions, and issue ownership interests correctly so today’s handshake doesn’t become tomorrow’s dispute.
  • Series LLC structuring — separate lines of business or assets into distinct series for internal liability segregation.

Common triggers: a partner joining or leaving, outside investment, a second location or line of business, succession planning, or discovering that the structure you set up years ago no longer fits. If a dispute among owners is what’s driving the change, our mediation services can help you resolve it without burning the company down in the process.

What are the most common DIY formation mistakes?

We regularly clean up formations that owners did themselves or bought from an online service. The most common problems:

  • No company agreement at all — just the state filing, leaving the BOC’s defaults in charge
  • A generic template agreement that contradicts the Certificate of Formation or doesn’t match how the owners actually operate
  • Wrong entity type for the situation — including licensed professionals who formed a standard LLC when Texas requires a PLLC
  • Ownership never documented — co-founders who “agreed” on percentages but never put them in writing
  • Missed franchise tax reports, jeopardizing the entity’s good standing
  • Commingled finances and ignored formalities that can undermine the liability protection the entity was formed to provide

The filing fee is the cheapest part of forming a business. The value is in the judgment behind it.

Start your business — or fix its structure — with confidence

Whether you’re forming your first LLC or restructuring a company you’ve run for a decade, we’ll lead you in the right direction. And once you’re formed, many clients keep us on through general counsel support so the structure keeps pace as the business grows.

Frequently Asked Questions

The Texas Secretary of State charges a $300 filing fee for an LLC or for-profit corporation’s Certificate of Formation. That fee is waived for qualified veteran-owned businesses — a waiver made permanent effective January 1, 2026. Attorney fees are separate and depend on complexity, particularly the company agreement, which is where the real value of professional formation lies. We’ll quote the full scope in a consultation.

Yes. Texas law requires every filing entity to maintain a registered agent with a Texas address to receive service of process and official notices. You can serve as your own agent if you have a Texas address and are available during business hours, but many owners prefer a third party for privacy and reliability. We help clients set this up correctly during formation.

Most small businesses owe no franchise tax because of the no-tax-due threshold —$2,650,000 in annualized total revenue for 2026 reports, up from $2,470,000. But owing nothing doesn’t mean filing nothing: every taxable entity must still submit a Public Information Report or Ownership Information Report by May 15 each year to stay in good standing.

A PLLC (professional limited liability company) is the version of an LLC that Texas requires for licensed professionals — such as physicians, attorneys, and CPAs — who provide professional services through an entity. It offers similar liability protection for business obligations, though it doesn’t shield a professional from liability for their own malpractice. If you hold a professional license, entity choice rules differ, and we can confirm which structure your profession requires.

Yes. The Texas Business Organizations Code allows conversions, which change your entity’s form — for example, corporation to LLC — while preserving its legal existence, contracts, EIN history, and property. Mergers and amendments to the Certificate of Formation offer additional restructuring paths. These tools mean an early structural choice isn’t permanent, though converting cleanly still takes careful planning, especially around tax consequences.

It can create a legal entity, but that’s all it does. Online services don’t evaluate whether you chose the right structure, don’t draft a company agreement tailored to your ownership and plans, and don’t flag profession-specific requirements like PLLCs. Most of the formation problems we fix started with a DIY or online filing that was technically valid but strategically wrong.

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