Practice Areas
Business Startups and Transactions
Strategic legal counsel for entrepreneurs and established businesses navigating formations, purchases, sales, and commercial agreements throughout the Greater Houston area.
Start Strong and Structure It Right From the Beginning.
The decisions you make early in a business have long-term consequences. Our attorneys help entrepreneurs and business owners across Fort Bend County, Greater Houston, and Texas set up solid legal foundations that protect their interests as they grow.
Legal Support for Your Business Journey
At Showalter Colgin & Davis, PLLC, our business law practice provides the legal framework entrepreneurs and business owners need to start, grow, and protect their companies. We help clients across Houston, Sugar Land, Katy, and surrounding communities structure their businesses correctly from day one.
The entity you choose, the contracts you sign, and the agreements you negotiate determine your personal liability exposure, tax obligations, operational flexibility, and long-term growth potential. We guide you through these decisions with clear explanations of how each choice affects your specific situation.
Our attorneys work with sole proprietors, partnerships, limited liability companies, and corporations at every stage, from initial formation through major transactions like acquisitions and sales. We draft operating agreements, shareholder agreements, buy-sell provisions, and commercial contracts that protect your interests while supporting your business goals.
When You Need Copyright or Trademark Protection
Several situations call for immediate attention to your intellectual property rights.
Launching a New Business or Product
Before you invest in marketing materials, signage, or inventory, confirm your chosen name and branding don't infringe on existing trademarks. A trademark search and clearance review can prevent costly rebranding later. If you're launching with original content, designs, or creative works, copyright registration establishes your ownership from day one.
Discovering Unauthorized Use
If a competitor is using your business name, copying your website content, or selling products with your logo, you need to act quickly. The longer infringement continues, the more difficult it becomes to stop it. We help you document the unauthorized use, send cease-and-desist letters, and pursue legal action if necessary to protect your market position.
Receiving a Cease-and-Desist Letter
If another party claims you're infringing their intellectual property, don't ignore the letter or panic. Some claims are baseless, some can be resolved through negotiation, and others require a formal legal response. We analyze the validity of the claim, review your rights, and determine the appropriate response to protect your business interests.
Expanding Your Business Geographically
State trademark registrations only protect you within Texas. If you're expanding operations to other states or selling nationally through e-commerce, federal trademark registration becomes necessary. We handle the application process, respond to office actions from the USPTO, and ensure your protection covers your full market area.
Creating Valuable Original Content
If your business produces software, publications, training materials, artistic works, or other original content that has commercial value, copyright registration creates a legal record of your ownership. This becomes particularly important if you license your content to others, sell products containing your work, or need to prove originality if disputes arise.
Entering Licensing or Franchise Agreements
When you license your trademark to others or develop franchise relationships, proper registration and legal documentation protect both parties. We help structure agreements that maintain your brand standards while giving licensees clear usage rights, and we ensure your underlying intellectual property rights remain secure.
Entity Formation and Structure
Choosing the right business entity affects your taxes, liability protection, management structure, and ability to raise capital. We help you evaluate your options and establish the formation that serves your needs.
Sole proprietorships offer simplicity but provide no separation between personal and business liability. Partnerships allow shared ownership but require careful agreements to prevent future disputes. Limited liability companies combine liability protection with tax flexibility and fewer formalities than corporations. Corporations provide the strongest liability shield and easiest path to outside investment but come with more regulatory requirements.
Your choice depends on factors specific to your situation: How many owners will the business have? Do you plan to seek outside investors? What level of personal asset protection do you need? How do you want profits and losses to flow through for tax purposes?
We prepare all necessary formation documents, including articles of organization or incorporation, operating agreements, bylaws, and initial resolutions. We also handle state registrations, federal tax ID applications, and any required local permits or licenses.
Once your entity is formed, we help you maintain proper corporate formalities, update governing documents as your business evolves, and make structural changes when needed, such as converting from one entity type to another or adding new ownership interests.
Operating Agreements and Shareholder Agreements
The agreements governing how your business operates internally may be the most important documents you create. They establish decision-making authority, profit distribution, dispute resolution procedures, and what happens when an owner wants to leave or a new owner joins.
For limited liability companies, operating agreements define member roles, voting rights, capital contributions, and profit allocations. They specify who can bind the company to contracts, how major decisions get made, and whether members can transfer their interests. Without a detailed operating agreement, Texas law provides default rules that may not match your intentions.
Shareholder agreements serve similar functions for corporations. They establish voting requirements for different types of decisions, restrict stock transfers, create buy-sell provisions triggered by death or disability, and set valuation methods for purchasing departing owners' interests.
We draft these agreements to address the specific dynamics of your ownership group. If you're starting a business with family members, your agreement needs different provisions than a company with unrelated investors. If one owner contributes capital while another contributes expertise and labor, your agreement must reflect those different contributions fairly.
These documents also prevent common problems that destroy business relationships. What happens if an owner wants to sell to someone you don't want as a partner? How do you remove an owner who isn't fulfilling their responsibilities? Addressing these scenarios in advance, when everyone is optimistic and cooperative, prevents destructive conflicts later.
For established businesses operating without formal agreements or with outdated documents, we review your current structure and draft updated agreements that reflect how your business actually operates today.
Commercial Contracts and Agreements
Every significant business relationship should be documented in a clear, enforceable contract. We prepare and review the commercial agreements that define your relationships with customers, vendors, contractors, employees, and other parties.
Customer and vendor agreements establish pricing, payment terms, delivery schedules, quality standards, warranties, and remedies for non-performance. Independent contractor agreements distinguish contractors from employees for tax and liability purposes while protecting your confidential information and intellectual property. Non-disclosure and confidentiality agreements safeguard your trade secrets and proprietary information. Non-compete agreements restrict former employees or business partners from competing against you in defined ways. Service agreements spell out exactly what you will provide, what the client will pay, and how disputes will be resolved.
Well-drafted contracts prevent misunderstandings by clearly stating each party's obligations. They allocate risk appropriately through limitation of liability clauses, indemnification provisions, and insurance requirements. They establish dispute resolution procedures that may save you from expensive litigation.
When reviewing contracts others present to you, we identify unfavorable terms and negotiate better provisions. Standard form contracts often contain one-sided clauses that shift excessive risk to you or limit your remedies if the other party fails to perform.
For our clients in Pearland, Missouri City, and throughout the region, we maintain ongoing relationships that allow us to review contracts quickly as opportunities arise.
Business Purchases and Sales
Buying or selling a business ranks among the most significant transactions you'll ever undertake. The structure you choose, the due diligence you conduct, and the agreements you negotiate determine whether the transaction succeeds or creates years of problems.
Business acquisitions can be structured as asset purchases or stock purchases, each with distinct tax consequences and liability implications. In asset purchases, the buyer acquires specific assets and may assume certain liabilities, leaving other obligations with the seller. In stock purchases, the buyer acquires the entire entity, including all assets, liabilities, contracts, and legal issues, known and unknown.
We help buyers conduct thorough due diligence, reviewing financial records, tax returns, contracts, employee agreements, intellectual property, litigation history, regulatory compliance, and environmental matters. This investigation reveals problems that may affect the deal price, require the seller to fix before closing, or justify walking away entirely.
For sellers, we prepare the business for sale by organizing corporate records, resolving outstanding legal issues, and addressing potential buyer concerns in advance.
Purchase agreements allocate risk between buyer and seller through representations, warranties, indemnification provisions, escrows, and earn-out arrangements. We negotiate these terms to protect your interests, whether you're buying or selling. Non-compete and non-solicitation covenants prevent the seller from immediately competing or hiring away key employees. Transition services agreements ensure knowledge transfer and business continuity.
When real estate is involved in the transaction, we coordinate with our real estate practice to address property transfers or lease assignments. We also work with your accountant to structure the transaction in the most tax-efficient manner possible.
Commercial Leases and Real Estate Transactions
Most businesses need physical space, whether office, retail, warehouse, or industrial. Commercial leases create long-term obligations that significantly affect your operations and finances, making careful negotiation necessary.
Commercial leases differ fundamentally from residential leases. They typically run for years, contain complex rent structures with percentage rent or escalation clauses, assign responsibility for taxes and insurance, specify who pays for repairs and improvements, and include restrictive covenants limiting what you can do with the space.
We review and negotiate lease terms on behalf of tenants and landlords. For tenants, we work to secure favorable rent terms, appropriate use provisions, reasonable maintenance obligations, and flexibility to assign the lease or sublet if your needs change. We negotiate tenant improvement allowances, renewal options, expansion rights, and termination provisions that give you business flexibility.
For landlords, we draft leases that protect your property investment while remaining attractive to quality tenants. We establish clear maintenance responsibilities, protect against unauthorized alterations, create appropriate default remedies, and ensure rent covers your property expenses and provides acceptable returns.
When businesses purchase commercial property, we handle the real estate transaction, including purchase agreements, title examination, survey review, financing arrangements, and closing documentation. We identify zoning restrictions, easements, environmental concerns, and other issues that could affect your intended use.
Why Work With Our Firm
Since 1977, Showalter Colgin & Davis, PLLC has provided business legal services to the Greater Houston area. We take time to understand your business model, industry, competitive environment, and growth plans before recommending legal strategies. A manufacturing company needs different contract provisions than a technology startup. A family business transitioning to the next generation faces different challenges than a company preparing for outside investors. We tailor our advice to your specific situation rather than applying one-size-fits-all solutions.
Our attorneys explain legal concepts in plain language, so you understand your options and can make informed decisions. We present choices with their advantages and drawbacks rather than simply telling you what to do.
We're also prepared to address disputes when they arise. Our commercial and contract litigation practice handles breach of contract claims, partnership and shareholder disputes, and other business conflicts. This litigation experience informs how we draft contracts, because we know which provisions hold up in court and which create problems.
Beyond business law, we offer related services that benefit business owners, including estate planning to protect business assets and plan ownership succession, probate assistance when a business owner dies, and real estate law for property transactions.
You can reach us at (281) 341-5577 Monday through Friday from 8 AM to 5 PM. Our office serves clients throughout the Greater Houston area from Arcola to Tomball.
Common Questions About Business Startups and Transactions
How much does it cost to form a business entity in Texas?
State filing fees for Texas business formations range from approximately $300 for a basic LLC to $750 for a corporation. Our legal fees vary based on entity complexity, number of owners, and whether you need additional documents like operating agreements or shareholder agreements. Simple single-member LLC formations cost less than multi-owner corporations with complex ownership structures. We provide cost estimates after understanding your specific situation and needs.
What's the difference between an LLC and an S corporation?
An LLC is a legal entity type created under state law, while an S corporation is a tax classification you elect with the IRS. You can form an LLC and elect S corporation tax treatment, getting LLC liability protection and operational flexibility with potential tax advantages. S corporation status allows owners to be treated as employees for part of their income, potentially reducing self-employment taxes. However, S corporations have restrictions on number and type of owners, while LLCs offer more flexibility. The best choice depends on your specific tax situation, which we can discuss with your accountant.
Do I need an operating agreement if I'm the only owner?
Yes, single-member LLCs benefit from operating agreements even though Texas law doesn't require them. An operating agreement demonstrates that you're operating your LLC as a separate entity from yourself personally, which strengthens liability protection if someone challenges your business structure. The agreement establishes business formalities, specifies how the business will be managed, and provides continuity if you later add owners or transfer ownership. It also clarifies matters if you die or become incapacitated, helping your family or executor manage business affairs according to your wishes.
Can I write my own contracts to save money?
You can draft basic contracts yourself, but poorly written agreements often cost more to fix later than proper drafting costs initially. Contracts control your rights, obligations, and remedies if something goes wrong. Missing provisions or unclear language leads to disputes about what was agreed to. One-sided contracts may be unenforceable. Contracts that violate public policy or contain illegal provisions create liability rather than protection. For significant transactions or ongoing relationships, having an attorney draft or review contracts prevents expensive problems and provides peace of mind that your agreements will hold up if tested.
What happens to my business if I die without a succession plan?
Without planning, your business interest becomes part of your probate estate, potentially forcing a sale or dissolution at an unfavorable time. Partners or co-owners may have to work with your heirs, who might not have business knowledge or compatible goals. Estate taxes could require selling business assets to pay tax bills. Business accounts may freeze while your estate goes through probate. Succession planning through buy-sell agreements, life insurance funding, operating agreement provisions, and coordination with your personal estate plan prevents these problems and ensures business continuity.
How do I know if my non-compete agreement is enforceable?
Texas courts enforce non-compete agreements that are reasonable in scope, geography, and duration, and that protect legitimate business interests like customer relationships, confidential information, or specialized training you provided. Agreements that simply prevent general competition without protecting specific business interests face challenges. Overly broad geographic restrictions or excessively long time periods may be modified or rejected. Non-competes must provide consideration beyond continued employment, such as specialized training, confidential information access, or payment. We review existing non-compete agreements to assess enforceability and draft new agreements that courts are more likely to uphold.
Should I buy a business's assets or stock?
Asset purchases generally favor buyers because you acquire specific assets and assume only identified liabilities, leaving unknown problems with the seller. You also get better tax treatment through stepped-up basis in assets, allowing larger depreciation deductions. However, asset purchases may require consents to assign contracts, leases, and licenses. Stock purchases are simpler because contracts and licenses continue automatically, but you inherit all liabilities, known and unknown. Sellers typically prefer stock sales for tax reasons. The best structure depends on specific circumstances, including the target company's assets, liabilities, tax situation, and whether third-party consents are available.
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Contact Showalter Colgin & Davis at (281) 341-5577 to speak with an attorney. We serve property owners, businesses, and families throughout the Greater Houston area.