Corporate formalities
Although TBOC §21.223(a)(3) expressly eliminates the “failure to follow corporate formalities” commonly pointed to in historical veil piercing law, it is still best practice to follow corporate formalities to avoid failure to do so being pointed to as part of an alleged actual fraud. Further, if multiple entities are oned, it is best practice to avoid undocumented transfers between the entities, sharing employees and the same accounting system, one entity paying the wages of the other entity, and unclear allocation of profit and loss between the entities.Veil piercing based on the Texas Tax Code
Texas Tax Code § 171.255 establishes that directors, officers, and managers of a filing entity have personal liability for the debts of the entity when the filing entity privileges are forfeited for failing to timely file a report or pay a tax or penalty. The time period of personal liability exposure extends from the date the report, tax, or penalty becomes due until the entity privileges are revived. [disclaimer] Although I am an attorney, the legal information in this blog entry is not intended to be a substitute for seeking personalized legal advice from an attorney licensed to practice in your jurisdiction. Further, I do not intend to create an attorney-client relationship with any reader. This Blog/Website is made available by Waldron & Schneider for educational purposes only as well as to provide general information and a general understanding of the law, not to provide specific legal advice. By using this blog site you understand that there is no attorney client relationship between you and Waldron & Schneider. The Blog/Website should not be used as a substitute for competent legal advice from a licensed professional attorney in your jurisdiction.
Associate Attorney Collin Bullard writes about enforcement of an unwritten contract in his blog.
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Enforcement of an Unwritten Contract
Under Texas law, these “oral contracts” are enforceable with the same legal requirements as a physical contract.- Likes: 1
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Waldron & Schneider, in conjunction with Royal Harbor Partners, would like to extend an invitation to an Election Year Investor Symposium to be held at the University of Houston-Clear Lake on March 27th at 6:00 p.m..
The event is free but space is limited. You can RSVP by using the QR Code on the event flyer or by clicking in the link provided.
www.facebook.com/RoyalHarborPartners
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Partner Richard Simmons attended the monthly Clear Lake Area Chamber of Commerce luncheon - today’s speakers were State Rep. Dennis Paul and state Rep. Greg Bonnen. ... See MoreSee Less
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Partner Richard Simmons and his wife, Jennifer, at the Space Center Rotary LEAP Awards Gala. Pictured with CCISD Trustee Arturo Sanchez and State Rep. Dennis Paul. ... See MoreSee Less
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Associate attorney Collin Bullard writes about vicarious liability of an employer in his blog.
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Vicarious Liability of an Employer
In 2022, the Texas Supreme Court heard Cameron International Corp. v. Martinez regarding potential liability of an employer for an employee’s car wreck after leaving a jobsite.0 CommentsComment on Facebook