one hand pointing mean job demands or job pressure concept flat illustration Business about hard work and pressure for presentationCo-author: Tim Fandrey

A corporate client of the firm was recently sued for breach of contract and other violations. However, the company manager found himself facing a personal liability allegation for the company debts.  Why? The petition claimed that personal liability was warranted because the company failed to file a timely Texas franchise tax report.  This failure meant the company forfeited its corporate privileges from the day after the franchise tax report was due until the date when the report was filed and any associated tax liabilities were paid.  However, can this simple failure cause personal liability against the officers and directors for the debts of the corporation?

Texas statelineShortly after I moved to Texas from Washington, D.C., a federal judge called me about a potential conflict with a party in a lawsuit I just filed. Once the conflict was resolved, and recognizing I didn’t have a Texas accent, he asked if I was new to Texas and then welcomed me.  This was years ago and the numbers of those moving to Texas has only increased.  California, in particular, seems to generate many newly minted Texans.  The exodus from California is real and it involves high-profile moves like Elon Musk and hundreds of other Californians. The reasons for the exodus are usually cost of living and no state income taxes. However, the California Franchise Tax Board (FTB) is notoriously aggressive and may not let you go quietly.  If you are new to Texas here is what you need to consider when making the breakup with California official.

A central purpose for creating a corporation or an LLC is for asset protection.  These companies shield owners from liabilities that accrue during the life of the business.

In Texas, failure to file your franchise tax returns or pay your franchise tax liability will cause you to lose your limited liability protection.

The Texas Tax