Business Partnership Attorneys Serving Texas

The saying “an ounce of prevention is worth a pound of cure” is as true today as it was when it was first written by Benjamin Franklin in 1736 – and especially so for professionals who plan to partner up when forming or restructuring a business. At Hendershot Cowart P.C., we take that adage to heart, and provide the comprehensive, insight-driven counsel needed to create partnership agreements for clients in a range of industries.

For decades, our firm has drafted, negotiated, and reviewed partnership and shareholder agreements containing an array of contractual provisions. We have also litigated over various disputes to enforce or defend against claims – many of which could have been prevented or mitigated had partners put proper protections in place.

Have questions about a partnership agreement or any other business contract or dispute matter? Call (713) 909-7323 to speak with a lawyer.

On This Page:

• Types of Business Partnerships in Texas
• We Draft Comprehensive Business Partnership Agreements
• Enforcing Partnership Agreements in a Partnership Dispute
• Start Your Partnership on the Right Foot

In Texas, there are four types of business partnerships:

• General Partnership
• Limited Partnership
• Limited Liability Partnership (LLP)
• Joint Venture

The first, a general partnership, is the most basic. When you enter a general partnership, you and your partners are personally liable for all debts. With taxes, you account for general partnership income in the same way as any personal income, but general partnerships do not pay franchise taxes.

Next, there is a limited partnership. Under a limited partnership, there are both limited and general partners. Like a general partnership, the general partner is liable for all debts. Limited partners are only liable for the debts associated with their investments. Both partners account for income from the business, though the limited partner is only responsible for the income generated from their share of ownership. A limited partnership does pay franchise taxes.

Beyond a limited partnership, there is a limited liability partnership, or LLP. An LLP is usually used by businesses in fields with high liability risk and partners only have exposure to that portion of the business that they directly created. They are not held responsible for another partner's debts. Like a limited partnership, an LLP pays franchise taxes.

A joint venture is a special type of general partnership that normally only lasts long enough to execute a single transaction. Joint ventures are common in real estate and foreign market investments. Partners are fully liable for debts and report income just like a general partnership.

Partnership agreements serve several purposes – from addressing methods of valuation and resolution should future disagreements or disruptive events arise, to outlining responsibilities and obligations and a company’s core mission. Partnership agreements are powerful tools to prevent and mitigate the risk of disputes, as well as encourage solidarity.

Key issues addressed by partnership agreements may include:

• Business formation, corporate restructuring, and mergers / acquisitions
• Role responsibilities and authority, workload balance, and company objectives
• Voting and decision-making rules, leadership structure, and admissions / withdrawals
• Business transactions, including asset and real estate acquisition
• Dispute resolution and valuation methods
• Buyouts or ownership transfer, business dissolution, and buy-sell agreements
• Non-compete agreements and non-solicitation agreements
• Confidentiality agreements and non-disclosure (NDA) agreements
• Business fraud, misappropriation, and funding disputes
• Contractual breaches, including breach of fiduciary duty
• Intellectual property protection and theft of trade secrets
• Shareholder oppression / squeeze-outs or freeze-outs

Ensuring partnership agreements effectively contain conflict, avoid disputes, and minimize disruption, lost value, and the toll of litigation is a complex task. Working with experienced attorneys can help you create clear and enforceable contracts tailored to your business needs.

Our firm has experience representing clients in many different industries and businesses, including difficult areas subject to heightened risk and regulatory scrutiny, such as health and medical businesses, oil and gas, construction, and more.

Even with the most carefully crafted agreements, disputes and conflict can still arise. When they do, legal representation is critical. Our team has experience resolving a range of shareholder and partnership disputes from both sides of the aisle – enforcing existing contracts or asserting legal rights, and defending against claims and allegations.

Partnership agreements, if they exist at all, may or may not always address the particular business owner disputes which arise within a company. In addition to helping create comprehensive partnership agreements proactively to prevent such conflict, we also provide responsive representation needed to resolve or litigate disputes with custom-fit solutions.

Hendershot Cowart P.C. is a Houston-based law firm comprised of talented, award-winning trial lawyers who know the stakes of starting a partnership, and the costs of making mistakes. With over a century of collective experience, our firm is available to assist current and prospective business owners throughout Texas and beyond in creating the contracts they need, or litigating and resolving disputes and disagreements.

Call (713) 909-7323 or contact us online to discuss your business law needs.