Fixed Fee Services
Texas Series LLC-
You can have a single LLC holding subsidiary companies, serve as joint venture participant, allows members to participate in some operations and investments, but not all. You can create a series LLC which will provide an independent operating company for each property in a portfolio. The LLC properties do require common owners and may be independently managed.
Amendments to the Texas series LLC law permit registration of the series with the Texas Secretary of State to provide clearly identifiable property and ownership interests. Registration will facilitate third party financing and permit participation in ventures which require public disclosure.
A single Texas Series LLC can replace two or more companies. Previously, a professional practice would have one company holding ownership of the professional practice while another company owned the practice facility. Now a single company can hold both.
The key to success for a Texas Series LLC is the company agreement. The company agreement spells out how the company will slice and dice ownership, interests, and management of the enterprise. The agreement can structure a traditional hub and spoke arrangement of a single manager over subsidiaries (such as individual properties. The agreement will spell out the interest held by each member and the respective rights to company assets while identifying assets and liabilities from which the member is excluded.
Buying or Selling a Professional Practice
If you are buying or selling a dental practice, medical office, counseling center or other professional practice, the acquisition will be an acquisition of the practice or purchase of practice assets.
Acquisition of a practice involves acquiring the ownership of the entity or entities owning the practice. Such an acquisition offers a seamless transfer of operations with the least disruption to employees, contractors, and vendors. In purchasing the practice, you are acquiring the operations, assets and liabilities. Whether known or not. Such a purchase can include acquiring claims against the practice, including claims arising before the acquisition but not made known till after closing. Your purchase can also bring forth claims and controversies such as workplace claims and personal claims arising from personal matters such as divorce or estate-related disputes. You acquire the ease of transition without changing insurance registrations or tax identification or even bank accounts. You also acquire accrued tax liabilities, contractual obligations, and any undisclosed obligation.
Purchasing the assets of a practice involves reaching an agreement as to the total value of the assets, then agreeing to how the purchase price is allocated over the assets so that both parties are making identical reports to the the Internal Revenue Service. You are not acquiring any existing tax liability or claim arising before closing. You will still need to make provision for indemnification from such claims as well as the cost of defending any such claim. An asset purchase plan receives more favorable treatment from financing banks. You do have the additional burden of starting up a business from both the registration of the business, securing licensing, insurance filing authority, new employment agreements and presenting a benefit package which will be suitable inducement for key employees to continue with the practice under new ownership.
Commercial Lease Review
Reviewing a commercial lease involves reviewing multiple documents. There is a lease which grants the tenancy and sets the rent. There is a site plan which identifies where the tenancy is located on the landlord’s property. The review might include a “work letter” outlining the construction work planned for the tenancy. There may also be a guarantee agreement providing the landlord assurance of rent payment in the event of default by the named tenant. I frequently start the review process by reading the building or shopping center rules as provided by the landlord which are incorporated as an obligation under the lease.
Building or Shopping Center rules will provide for access to the property, establish operating hours for the tenant, regulate signage and marketing on premises, allocate parking, provide exclusive rights or restrictions on competition, and define areas of tenant responsibility and property management responsibility.
The work letter will describe the work anticipated to make the space ready for the tenant. The work may be undertaken by the landlord or the tenant. The lease may provide the tenant with reimbursement for tenant expenses incurred if tenant complies with the demands of the work letter. The scope of work, terms and conditions, and amount of tenant allowance are all critical concerns.
When a commercial space is leased to a registered entity, the landlord may insist on a personal guarantee of the lease by an individual. This guarantee is for the complete obligation of tenancy and will remain in effect even if the lease is assigned to another tenant.
The lease establishes the relationship-what is being leased, for how long and for how much. Common office leases include gross leases which include all expenses of occupancy in the monthly rent, “net” or “base year” leases which provide a set rent which will be adjusted based on provisions allowing landlord to recover escalating expenses, and triple net leases which set a base rent and provide for payment of operating monthly expenses such as utilities, taxes, insurance, and common area maintenance.
Fixed Fee Services
There is never a charge for any professional service until the client accepts a proposed scope of engagement. The engagement may require unique services or be part of a negotiation process which is controlled by others. Those services will be charged hourly.
Most of my services are provided on a fixed fee basis. The fee includes all telephone, text, and email consultations. The fixed fee service may be focused on my drafting of original documents or reviewing documents drafted by others and advising my client on the consequences. The fixed fee service includes all follow up editing and review of subsequent revision to the documents.
The fixed fee allows clients to know what the cost will be and provides a service which is not complete until all issues have been addressed.
A word about client privacy and payment of fixed fee services. The attorney client relationship requires absolute confidentiality regarding client communication. I believe this duty to protect the client extends to client services and payment of the fixed fee services. Fixed fee services are invoiced after the service is provided. Payment is due upon receipt of the statement. Clients can pay by check or with credit card. Credit card payments are made through the link at the top of the homepage. Credit card payments are processed through LawPay and deposited in the client trust account. LawPay is a secure third-party payment service. At no time will your credit card information become available to this office.