Texas Business Law Attorneys for Entity Restructuring

Helping Business Owners in Houston & The Woodlands Restructure & Reorganize Entities

There are times when a company needs to transform itself from one entity, such as an LLC, to another, like a corporation. The reasons driving this change may be voluntary or involuntary. Regardless, when a change is necessary, you need a seasoned and nimble law firm that can help make it happen.

Hopkins Centrich Attorneys at Law is prepared to provide comprehensive, business-first entity restructuring guidance to closely held and family-owned businesses, as well as start-up ventures. Our full-service business law firm has leveraged our experience to provide solutions-driven, cost-effective counsel to a wide range of privately-owned companies, including architectural firms, breweries, CPA firms, healthcare providers, real estate developers, restaurants, retailers, software developers, and more. We can combine long-term planning with risk management to develop and facilitate a restructuring plan that suits your circumstances and objectives.

We can meet with you virtually and provide tailored advice. Call (254) 249-5436 or contact us online to schedule an initial consultation with our Texas business lawyers for entity restructuring.

Mechanisms for Restructuring a Business Entity in Texas

Our team has a deep command of the complex legal processes and the specific procedural requirements for restructuring an entity. Whether you are looking to voluntarily restructure your organization or are compelled to because of external forces or changing business conditions, we are fully equipped to help you navigate your options and determine the most advantageous path for your company.

Some of the most common restructuring methods that may be available include: 

• Conversions. Texas allows entities to convert from one form to another (such as a partnership converting to an LLC) by filing required documentation with the Secretary of State.
• Mergers. Texas entities can merge with other entities, resulting in one surviving entity under detailed statutory rules. Dissenting owners may have appraisal rights.
• Asset sales. A company can restructure by selling assets to a new entity, subject to limitations on fraudulent transfers during insolvency.
• Governing document amendments. Texas entities can generally amend governing documents like articles of incorporation without the owners’ consent unless otherwise stipulated.
• Issuance of new shares. Corporations can restructure their capital structure by issuing additional classes of shares (such as common or preferred shares) with different rights and privileges.
• Name changes. Entities can change legal names by amending formation documents and meeting publishing requirements.
• Situs changes. - LLCs can change the office and agent to a new Texas address by filing an amendment with the Secretary of State.
• Domestication. A foreign (out-of-state) entity can redomicile and become a Texas domestic entity.
• Dividing, dissolving, or withdrawing. Texas provides processes for dividing, dissolving, and withdrawing foreign qualifications of entities.
• Bankruptcy. Filing under Chapter 7 or Chapter 11 can provide distressed companies with a court-supervised means to restructure.

How Our Attorneys Can Help with Entity Restructuring

Attempting to restructure a business entity without experienced legal counsel is a high-stakes gamble that frequently results in severe, unintended consequences, ranging from damaging tax triggers to the accidental dissolution of liability protections. It’s important to emphasize that this process is not as simple as completing an administrative filing. It requires careful navigation of complex statutory requirements, creditor notifications, and contract assignments that, if mishandled, can leave your assets exposed and your business paralyzed. Hopkins Centrich Attorneys at Law can work proactively to protect your interests, meticulously managing the legal intricacies of the conversion to maintain full regulatory compliance while preserving the operational continuity and financial integrity of your company as much as possible.

Some of the typical duties we can provide when restructuring an entity under Texas law include:

• Analyzing goals and recommending restructuring options. We can review your objectives and advise on optimal restructuring mechanisms under Texas law, such as a conversion, a merger, or the issuance of new shares.
• Amending formation documents. Our attorneys can draft amended articles of incorporation, bylaws, operating agreements, and other governing documents needed to execute the restructuring.
• Obtaining owner/board approvals. We can advise on obtaining necessary owner and board consents for the restructuring where required by Texas law or the entity's governing documents.
• Filing documentation with the Texas Secretary of State. Our team can prepare and file articles of conversion, merger, or amendment with the Secretary of State office to effectuate the restructuring.
• Issuing new ownership certificates. We can draft and distribute stock certificates, LLC membership certificates, or other ownership certificates reflecting changes in ownership from the restructuring.
• Addressing ownership transfer issues. Our lawyers can provide strategic counsel on transfer and appraisal rights of owners dissenting or impacted by the restructuring.
• Reviewing third-party contracts. We can evaluate the effects on outstanding contracts, such as loans, leases, and licenses, and make required notifications.
• Offering tax guidance. Our team can provide guidance on the tax implications of the restructuring under federal and state tax laws.
• Complying with regulatory requirements. We can confirm that all Texas regulatory requirements are fulfilled, including industry-specific regulations.
• Providing post-restructuring governance advice. Our attorneys can counsel the entity on updated governance processes, such as holding board and owner meetings to reflect the restructuring.