Texas Real Estate Articles


I want to thank you for the information provided on your website. As a litigation lawyer, I have referred to this information more than once.

Brownsville Attorney Barry R. Benton

Thank you for the immediate response on a Saturday. I didn't think I would hear from you till Monday. Excellent customer service!

Client Jeff H.

I always check your website and it is very inspiring. Not to mention that you are a great attorney.

Investor Client Francisco P.

I frequently refer to your website and book when I get stuck on real estate matters. The information is extremely helpful.

San Antonio Attorney Lisa Galvan

I give your book an A+. You are a rock star in our legal community!

Woodlands Attorney David Borger

David, you are the man. The future of law is with you!

MrInvestor.org

I was referred to Mr. Willis by a title company. Though his office uses email as the primary form of communication, his replies are surprisingly quick. Documents are produced very quickly as well, often within the day. Mr. Willis's level of detail and professionalism is top notch.

Client T. Scott

I have to say, these are the most detailed, best written real estate documents that I have seen so far. You really mean what you say on your website.

San Antonio Broker and Investor Rolando Flores

I was recently sued and showed my litigation attorney the asset protection structure that you built for us two years ago. “Perfect!” he said. Thank you, David.

Client Peter W.

What a great resource! I liked your book so much I purchased the Kindle version to have on my phone. I’ve recommended it to my investor and Realtor clients.

Dallas Attorney John Andrews

Months after setting up my LLC David Willis continued to answer questions and provide guidance, usually within a matter of hours. I would strongly recommend LoneStarLandLaw to any investor seeking a trusted business partner.

Client Robert H

I must say your articles always impress me. I like your style. I don't make it to Houston often, but next time I do, I owe you lunch.

Dallas Attorney Matthew Aycock

I was delighted to find your concise and well-written article on adverse possession. As a professional educator for 25 years, I appreciate the style and manner with which you approach public education. Thank you!

Client Hank M., Phd.

I would be happy to provide a testimonial although it looks like you have a long list of them already. Can't thank you enough. I'll definitely use your services in the future.

Client Ben P.

Your book is a terrific resource!

El Paso Attorney Kathleen Crook

Your book is a very easy and informative read. I will gladly and confidently refer clients to you.

Houston Attorney Kevin J. Smith

It is a rarity and a great pleasure to do business with someone who is so thorough, accurate and prompt.

Clients Rod and Michelle F.

Thank you very much for all your help! You have provided a very valuable service to me and I highly appreciate it. I will recommend you to everybody should someone ask me for an recommendation for a real estate attorney.

Client Sanjay P.

David Willis is the consummate real estate lawyer, and possesses uncanny skill at structuring deals.

Houston Attorney Carol Guess

Excellent book!

J. Thomas Black, Houston Attorney

I would never have expected David to reply to my email on a weekend but he did. He is a very diligent, dedicated, and knowledgeable attorney. The website is so informative - it offers easy-to-understand explanations to real estate and asset protection questions.

Client Chris V.

I've been so impressed with your website and your expertise. I would endorse you anytime.

Dallas Attorney Charlie Kim

As I acquired more investment properties – I now own about 50 rental houses – I became more concerned with asset protection. David Willis was able to create a simple two-company structure that recently withstood a court challenge. Having my real estate assets securely protected certainly adds to my peace of mind.

Client Bryan P.

Working with LoneStarLandLaw online was fast and efficient. I received high-quality, sophisticated legal documents - along with the advice I needed - without having to spend hours in a lawyer’s office.

Client John T.

David J. Willis is a clever lawyer who came up with a great plan to protect my rental property from lawsuits. I feel much more secure now. He is available by email whenever I have questions.

Client Marion W.

As a corporate attorney who does real estate I can say with confidence that David Willis is the real estate law leader in Texas.

Dallas Attorney Kevin Vela

I live in London but was buying a small apartment complex in Texas. Mr. Willis handled the whole transaction for me, as both my lawyer and real estate broker. It was a relief to put the transaction in the hands of someone who knows what he’s doing.

Client Phillip K.

My portfolio contains a mixture of rent houses and owner-financed properties. I rely on David Willis for evictions, foreclosures, deeds, leases, options, and the like. This is a guy who knows the system and gets the job done.

Client Darrell P.

As an attorney I am familiar with David Willis' expertise in real estate. I highly recommend his book. If David wrote it, you can depend on it!

Woodlands Attorney Paul Spielvogel

Not long ago my LLC was sued over a contract - and I was sued along with it, personally. David Willis was eventually able to get my name removed from the suit. He also filed a counterclaim for a frivolous lawsuit. He is an aggressive lawyer to have on your side.

Client James S.

DAVID J. WILLIS ATTORNEY
http://www.LoneStarLandLaw.com
Copyright © 2013. All rights reserved worldwide.

THE SHELF COMPANY ADVANTAGE

By David J. Willis, J.D., LL.M.



Introduction

A "shelf company" is an existing legal entity for sale and assignment to a new owner. In the case of our firm, the shelf companies we offer are unused Texas or Nevada Series LLC´s with premium asset protection features – plus an EIN, an assumed name certificate filed with the county clerk, and a bank account with checks printed in the assumed name. These companies are ready to do business. If the entity is one of our proprietary "anonymity companies" ("AC´s" – our term) then additional benefits are achieved by the naming of a trust as the initial manager (with a POB address). In an AC, this firm acts as organizer and registered agent, thereby keeping the client´s name entirely off the public formation documents. The trust agreement that makes this possible is complex and is our own innovation.

You can expect that fees and costs relating to our shelf companies will be substantially higher than those associated with LLC´s formed from scratch. Bargain hunters may wish to stop reading here.

Advantages of a Shelf Company

What are the advantages of a shelf company formed by this firm?

1. immediate delivery of first-class company materials and documents that contain state-of-the-art asset protection provisions in the new Series LLC format;

2. immediate company operational capability under an assumed name, including the ability to make deals, write checks, and enter into contracts;

3. relief from the time-consuming, required follow-up tasks inevitably involved in moving from Secretary of State approval to actual business readiness;

4. anonymity, if the company is one of our AC´s.
Our Texas and Nevada shelf companies represent a unique opportunity for the selective investor or businessperson. We are unaware of any Texas law firm that offers anything comparable.

Why are our shelf companies formed as Series LLC´s?

A Series LLC offers unparalleled flexibility, simplicity, and economy for any investor or businessperson with multiple properties or enterprises. It allows an investor to hold assets and liabilities within separate compartments or "series" which effectively operate as sub-companies. The Texas Series LLC or Nevada Series LLC shares characteristics with the traditional LLC, including the benefit of informal management, an effective liability shield, and pass-through taxation; but the Series LLC also has the ability to segregate assets and insulate them from liability arising from other assets within the same company. How does this differ from a traditional LLC? In the case of a judgment against a traditional LLC, all assets of the LLC are exposed for purposes of satisfying that judgment. Not so with a Series LLC.

The Series LLC is particularly effective when used as part of this firm´s recommended two-company structure – i.e., one LLC which operates as a shell management company that deals with tenants, vendors, contractors, and the rest of the public (and therefore risks lawsuits); and the other a stand-alone "holding company" that owns the hard assets and stays quietly in the background. Our real-world courtroom experience indicates that the holding company in this structure – which has legal privity with no one – is nearly impossible to successfully sue.

Lawyers are frequently asked by clients "How many LLC´s do I need, and how many properties can I safely hold in one LLC?" The Texas Series LLC or Nevada Series LLC eliminates these issues for most clients, particularly when used as part of the two-company structure. For more detail on series companies, read our article LLC´s in Texas – The Series LLC.

Asset Protection Generally

Although there is no such thing as a "bulletproof" plan to avoid personal liability or protect assets, you can get close. The Series LLC is an important step in getting there, particularly when used as part of the two-company structure advocated by this firm.

A basic principle of asset protection is this: the more fences a plaintiff and his attorney have to jump, and the more money they have to spend in order to get to you personally, the better protected you are. One way or another, plaintiffs have to pay their lawyers, and that means either cash or contingent fee – and few good lawyers will take a real estate fraud case on a contingent fee, particularly if they know they will have to penetrate a bona fide LLC before they can get to any real assets.

Separating Assets from Activities: The Two-Company Structure

Our recommended asset protection structure involves two LLC´s – a management company and a holding company – and, as a supplementary step, a living trust for the homestead. The fact that the holding company exists quietly in the background (either in Texas or Nevada) and does not usually enter into contracts or business dealings makes it nearly impossible to sue successfully (the reason is the legal doctrine of "privity"). Few investors or business persons need anything more complex. While asset protection lawyers are certainly capable of developing more exotic structures, our preference is to keep matters simple whenever possible.

Our suggested asset protection plan for Texans is the following:

(1) establish a Texas Series LLC or Nevada LLC for holding investment properties and businesses (the
      holding company);
(2) separate assets from activities by forming a shell management company based in Texas for dealings with
      tenants, vendors, and the public (this can be a useful role for a traditional LLC or corporation if the client
      already has one and wants to use it);
(3) file assumed name certificates (DBA´s) at the county level for both the holding company and for the
      management company;
(4) transfer properties held in personal names to specific series of the holding company;
(5) reduce debt on the homestead, personal vehicles, and other exempt items to maximize Texas homestead
      protections (See our article Homestead Protections in Texas);
(6) form a living (inter vivos) trust for the homestead to avoid probate and achieve a measure of anonymity,
      then do a "pour over" will to accompany the trust (this will "pours" remaining assets into the trust in event of
      your death). More information is available in our article Living Trusts in Texas.

Of course, this two-company structure does not fit everyone. There may be good reasons to vary or customize this model from case to case. For more details on asset protection, read our companion article Asset Protection in Texas. If you read no other article of ours, read this one.

Conclusion

We recommend that you consult a qualified asset protection specialist who will tailor his or her legal advice and documents to your individual circumstances and investment plan. Steer clear of internet services who offer only minimalist documents and whose knowledge of asset protection is, at best, limited – particularly when it comes to the fine points of Texas law. This office considers most "seminar" and "guru" forms to be toxic waste. If asset protection is worth doing, it is worth doing correctly with the guidance of a seasoned professional.

Consult our website to determine our available inventory of shelf companies.

DISCLAIMER

Information in this article is proved for general informational and educational purposes only and is not offered as legal advice upon which anyone may rely. The law changes. Legal counsel relating to your individual needs and circumstances is advisable before taking any action that has legal consequences. Consult your tax advisor as well. Although we will respect your confidentiality, this firm does not represent you unless and until it is retained and agrees in writing to do so.

THIS DOCUMENT IS NOT INTENDED TO BE USED, NOR CAN IT BE RELIED UPON, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES IMPOSED UNDER UNITED STATE FEDERAL TAX LAWS. THIS DOCUMENT DOES NOT CONSTITUTE DOES NOT CONSTITUTE A TAX OPINION OR OTHER ADVICE TO WHICH CIRCULAR 230 IS RELATED.


Copyright © 2013 by David J. Willis.  All rights reserved worldwide. David J. Willis is board certified in both residential and commercial real estate law by the Texas Board of Legal Specialization.More information is available at his websites, http://www.LoneStarLandLaw.com, http://www.TexasSeriesLLC.com., and http://www.TexasAssetProtection.com