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JS,JD
JS,JD, Attorney
Category: Business Law
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Experience:  35 years' experience providing effective legal advice to profit-driven businesses.
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How do I start a general partnership llc in el paso Texas.

Resolved Question:

How do I start a general partnership llc in el paso Texas. I already have a general partnership how do I change to llc?
Submitted: 3 years ago.
Category: Business Law
Expert:  JS,JD replied 3 years ago.
Greetings. Before answering your question, I need a little more information. First, does your general partnership have any substantial assets? By substantial, I mean real estate, expensive machinery, a fleet of cars or trucks... Second, does the partnership have an accountant, and if it does, have you discussed the LLC possibility with him/her? I look forward to your information.
Customer: replied 3 years ago.
No we run and do everything ourselves and no substantial product it's a small business a online store
Expert:  JS,JD replied 3 years ago.
OK. Before proceeding, I must tell you that I assume you want your company to become a limited liability company ("LLC"); there is no such thing as a "general partnership LLC". You have two options. You can convert the partnership to LLC form by following the rules set out in Sections 10.101 through 10.109 of the Texas Business Organizations Code (the "conversion law"). (You can find the text of the conversion law at http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.10.htm#C.) Or you can form an LLC under Bus. Org. Code Title 1, Chapter 3, Subchapter A, then dissolve and wind up your partnership and continue your business as an LLC. It would be difficult and risky - mostly for tax reasons - to take the latter course if your partnership had any substantial assets, but since it does not, you could proceed that way. However, to dissolve and wind up the partnership is not simple and involves important income tax considerations. On balance, I strongly recommend that you take advantage of the conversion law. I think that when you read the law, it will become clear to you that you will need the services of a lawyer and an accountant to do a conversion correctly. You might be able to get away without the lawyer if you use a good accountant who has done this kind of thing before, because the trickiest aspect of the conversion and the formation of the LLC is the income tax aspect. Please take this seriously and don't try to do it yourselves. On conversion, your company will simply appear to the world as the LLC instead of the partnership. Nothing will change: any bit of property that the company owns will be owned by the LLC; any contracts the partnership has will automatically become LLC contracts, and so forth. You will need to notify your bank, the IRS and the Texas tax authorities of the change in status and the change in name (because the LLC must have "LLC" or "limited liability company" in its name). I hope this has satisfactorily answered your question. If so, please click on Accept and provide any appropriate Feedback. I wish you the best of luck.
JS,JD, Attorney
Category: Business Law
Satisfied Customers: 70
Experience: 35 years' experience providing effective legal advice to profit-driven businesses.
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