Legal Question in Business Law in Texas

Re: converting DBA to INC

The DBA is filed in the county where you operate the business. Filing in the county does ot reserve the name with the Secretary of State, where you file the corporate papers. In other words your wife could create a corporation tomorrow using the name. Also, you may file a form with the Secretary of State and reserve a corporate name. This prevents others from using the name until you incorporate. Limited liability and ease of transfer of equity interests are two big advantages of a corporation. By creating a coorpration you prevent other people in Texas from using the same name. Also in some instances there are employee benefit and tax advantages. The shareholders elect the Board of Directors who elect the officers. You could have co-presidents but you would have to define their duties. This is brief but hope this helps. Larry Maun 713.266.2560

Re: converting DBA to INC

1: Can her friend legally Incorporate their DBA name without my wife's permission since my wife's name is on it and do we have any recourse if she does it without my wife

A:The friend can incorporate, since the assumed name has limited value for protection only in the county where filed. You have no recourse if she does.

2: If my wife were to agree to this INC, does that mean that one of them would then be the so called President or CEO and the other would be second?

A: Every corporation has a president, usually at least one V.P., a secretary and a treasurer. An individual can wear a number of those hats, so if one is the pres. the other can be the V.P. and Sec./Treas. How they divvy up the duties is almost immaterial; it's not like, "Me boss, you servant!"

3: Is there really any advantage to INCing as everything is going along just fine now for 2 years?

A: There may be, insamuch as fringe benefits and limitation on liability for business debts are concerned. They may also take a look at forming a limited liability company to shield assets. As it stands, a simple partnership places both partner's personal assets at risk for debts of the partnership, and either partner can encumber the partnership.

Please take a look at our website, http://www.bradie-law.com, for more information about partnerships and corporations.