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KJL LAW
KJL LAW, Lawyer
Category: Legal
Satisfied Customers: 1627
Experience:  Attorney at law Office of KJLLAW
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I have a small business, initially we had 3 partners, we

Customer Question

I have a small business, initially we had 3 partners, we bought out one of the partners. According to TX comptroller the business is owned by me and the business partner we bought out only. Do we need to file anything with the comptroller to change that?
JA: Has anything been filed or reported?
Customer: the partner who is not listed as a managing member?
JA: Anything else you want the lawyer to know before I connect you?
Customer: I want to know if I can buy out the other member or since he is not on any of the paper work filed with the TX comptroller does he have any legal right to my company. The partner who is not listed has not filed his taxes in 2 years.
JA: Because employment law varies from place to place, can you tell me what state this is in?
Customer: TX
Submitted: 9 months ago.
Category: Legal
Customer: replied 9 months ago.
The company is called JAG Hydraulic & Pneumatic
3 partners Joe Macias, Alex Blair, Gus Macias. Gus and I bought out Joe for $30K
Now I want to buy Gus out but he is not listed as a Managing member, listed with the comptroller I am the president and Joe is a member. Does Gus have any right to the company?
Customer: replied 9 months ago.
Everything is in my name, Building rental in my name only, all the company vehicles.
Expert:  KJL LAW replied 9 months ago.

Good morning. I will answer your question.

Customer: replied 9 months ago.
ok thanks
Customer: replied 9 months ago.
any word
Expert:  KJL LAW replied 9 months ago.

Hello and welcome to Just Answer. No attorney-client relationship or privilege is formed by speaking to an expert on this site, the answers are for general information. By continuing, you confirm that you understand and agree to these terms.

A little background. Under Texas law Securities, such as stocks and business interests are not registered with the secretary of state, or the Comptroller’s office, and you are not required to notify the secretary of state when shares are issued or transferred between partners.

The Comptroller requires that you register the business for Texas franchise tax collection All Texas corporations, limited liability companies, limited partnerships and professional associations must register or update the information after the transfer of interests. So if Joe is no longer part of the business you must update and remove his name from the Comptroller, but if you are going to buy out Gus, then you should wait to after the transfer/buyout to update the Comptroller’s information. The question of whether Gus has any right to the company would be governed by any agreements, written or oral and statutes. If it is neither a corporation, or an LLC, then any under Texas law a Partnership is formed “when two or more persons associate to carry on a business for profit.” Texas has no requirement for a formal writing of any kind—even to be filed with the state. In your case, in the event of a disagreement between the partners, you and GUS and his rights and duties are governed by Texas statutory law.

Therefore, just because a partnership agreement is not required by the state, does not mean he does not have any rights to the business and money. You should consult a local attorney to see the best steps to remove Gus and minimize any buyout he may seek. Just because all the property and registrations are not in his name, does not necessarily mean he is not legally entitled to any profits.

It was a pleasure assisting you today, and I would appreciate if you would rate my service, so I will receive credit and payment for my work. After you rate the question you can ask follow up questions, and you will not be charged any additional money for the follow-up questions.

Expert:  KJL LAW replied 9 months ago.

If you have any other questions, please just ask.

Expert:  KJL LAW replied 9 months ago.

If you have any other questions, please just ask.

Expert:  KJL LAW replied 9 months ago.

If you have any other questions just ask.

Expert:  KJL LAW replied 9 months ago.
If you have any other questions just ask.
Expert:  KJL LAW replied 9 months ago.
If you have any other questions just ask