ExpeDoc™

Transfer of Ownership-Contract Agreements and Conveyance Documents

If you have reached agreement with another party to transfer ownership of a property or other item, you’ve come to the right place. Gone are the days of writing out your deal on the back of a cocktail napkin. Rather, in order to fully protect yourself, you need a written contract setting out the terms and conditions of the agreement, together with the actual documents that will serve to transfer title/ownership. Our questionnaires will alert you to certain issues that you may not have considered, but are important to close the transaction successfully.

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Loan Documentation and Mortgages

Loan agreements typically are comprised of two main documents. First a promissory note, which sets out the terms of repayment, and second, a security agreement which allows the lender to hold collateral and take ownership of the collateral if the borrower defaults on it’s repayment obligations. Texas law is very specific, in fact unique, in the types of documents and procedures necessary to accurately document a loan. One must pay careful attention to the terms of repayment, the marital status of the borrower, the type of collateral offered, the homestead/exemption status of the collateral and filing requirements of the security instrument. The TLD Professor below will assist us in determining the correct documents to use in addressing your specific transaction.

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Construction Contracts and Documents

Of all transactions entered into by consumers, perhaps the most frightening of all is a construction contract. Due to the large investment a typical construction project requires, consumers should be especially cautious in making sure the written contracts accurately reflect their understanding of the deal, and provide them with the protection they need in case of contractor default. It is no secret that most contractor contract forms are minimal in nature, providing little protection for the homeowner. A comprehensive agreement is imperative to protect your investment. In a typical construction project, things can and will go wrong, resulting from a wide range of usual suspects: carelessness, indifference, weather-related problems and/or financial misunderstandings. When such issues do arise, the only recourse is to fall back on the written agreement of the parties. If the important details are not addressed in a comprehensive manner, the project, along with the owner’s hopes and dreams, lie in serious peril. The documents reflected below set forth provisions that are fair to both owner and contractor, facilitating the level of trust necessary to achieve a successful result.

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Sale/Transfer of Business

In situations where the owner of a business or company desires to sell their interest to a third party, it is vitally important that the nature of the seller’s ownership is examined, and a determination made as to the proper method of transfer. Typically, a sale can be categorized in one of two ways: If the business is a corporation, LLC or partnership, and all assets of the business are held by that entity, the owner can merely transfer their interest in the entity to a buyer, and ownership of all the assets would necessarily follow. The problem? So would all the debts and other obligations of the entity. The alternative would be for the seller to just sell the assets of the business (the inventory, cash, furniture, equipment and receivables, for example). In this way, the seller retains ownership of the entity, but the physical assets are transferred to the buyer. Hence, the buyer would not take personal responsibility for the debts or other obligations of the entity (however, the inventory, furniture, etc. may have been pledged as collateral for a loan of the seller; care must be taken here). Once the parties agree on the proper method of sale, the questionnaire below will facilitate the preparation of accurate documents.

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Formation of Business Entities

First of all, a warning. If a party desires to enjoy the protections afforded to those doing business under a separate entity, it is vitally important that the entity formation documents be completed fully and completely. Many online services only produce the filing form, without the accompanying operational documents. Not producing a full set of documents can and will expose a business owner to some uninvited risks.

The importance of forming a business entity separate from yourself individually cannot be overestimated. If an individual desires to pursue a business or investment, they are well advised to take advantages of the important protections and tax benefits afforded through the establishment of a business entity. The type of entity to be formed depends on a number of factors, explored more fully below. But put quite simply, forming a separate entity typically provides a business owner protection from 1) individual liability, and 2) double taxation.

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Wills, Heirship and Personal Agreements

In this uncertain world, one never knows when or if a personal situation or hardship might occur, rendering one incapable of taking care of their personal health or affairs. When that situation strikes, it is vitally important that comprehensive legal documents are in place that make known the desires and wishes of the incapacitated party. For example, if a person dies without a will, the State of Texas applies a formula to the family history to decide who inherits the assets of the deceased. This cold, impersonal method of resolution does not take into account any stated desires of the decedent; rather, the formula many times requires property to end up in the hands of a party of whom the decedent had no intent to benefit. For more details on this issue, you are encouraged to read the article in the TLD Library pertaining to wills and probate, along with the accompanying video.

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