By Alex Lubyansky Managing Partner Last updated
Acquisition Stars advises buyers and sellers on business sale attorney matters across Texas.
Serving 6 markets across Texas.
Request Engagement AssessmentShare the basics. Alex reviews every inquiry and responds within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Acquisition Stars represents clients in each of the following markets. Click any city to learn about business sale transaction law services in that area.
Texas is the second-largest M&A market in the country, with deal flow concentrated in Houston's energy sector, Dallas-Fort Worth's technology and financial services base, and San Antonio's broader mix of trade, transportation, and professional services businesses. A Texas seller's buyer pool differs meaningfully by industry and region: an energy services business in Houston attracts a different type of buyer, and carries different regulatory exposure, than a Dallas-Fort Worth technology or financial services company changing hands.
Texas repealed its bulk sales law, but Tax Code Section 111.020 still lets the Comptroller pursue an asset buyer for the seller's unpaid franchise or sales tax, so a tax clearance certificate typically precedes closing. Texas is also a community property state, which means a spousal consent requirement can apply to the sale of community property business interests, an added signature and timing step many out-of-state buyers do not expect. Non-competes are enforceable only when ancillary to an otherwise enforceable agreement, tied to real consideration such as equity, proprietary information access, or the sale of the business itself, and Texas courts must reform an overbroad covenant rather than void it, so a non-compete drafted around the sale transaction needs to be built to survive that scrutiny from the start.
Texas also stood up a dedicated Business Court in September 2024, with concurrent jurisdiction over complex commercial and corporate disputes above a statutory dollar threshold, a signal of how seriously the state treats transaction-adjacent litigation. Alex Lubyansky leads every Texas engagement from buyer or seller qualification through closing, confirming financing and intent before a deal advances into due diligence, and keeping the transaction on a defined timeline instead of letting momentum stall the way it does when legal review turns adversarial rather than collaborative.
Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.
Texas has no corporate income tax and no personal income tax. The state imposes a Franchise (Margin) Tax on entities with total revenue exceeding $2.47 million (2024 threshold), at rates of 0.375% (retail/wholesale) or 0.75% (other). As a community property state, Texas gives each spouse sole management and disposition of the community property that spouse would have owned if single, and leaves the remaining community property to the joint management of both spouses unless they agree otherwise in writing, under Tex. Fam. Code 3.102. The no-income-tax environment significantly affects deal structuring.
Fees scale with deal complexity rather than a flat rate: a straightforward asset sale costs less to document than a stock sale involving multiple owners, a spousal consent requirement, or SBA financing conditions. Texas engagements are typically billed hourly or in phases tied to the transaction's stage, assessment, structuring, due diligence, negotiation, and closing. Request an engagement assessment for a figure scoped to your actual deal rather than a generic hourly rate.
In most Texas business sales, each side pays its own attorney unless the purchase agreement specifically allocates fees differently, which is a term worth negotiating rather than assuming. Some deals shift a portion of closing costs to the buyer or seller as part of the broader price negotiation, particularly when one side is driving a faster timeline or requesting nonstandard terms. The allocation is typically set in the purchase agreement itself, not by default rule.
Some very small Texas transactions close without one, but the community property spousal consent requirement, the franchise tax clearance certificate, and Texas's ancillary-agreement standard for non-competes all carry real consequences if missed or handled incorrectly. A deal that closes without spousal consent on a community property interest can face a challenge to the transfer's validity after the fact. Most sellers with any real complexity engage counsel before signing a letter of intent.
In most Texas sales, the sequence runs: pre-sale cleanup of contracts, entity records, and any spousal consent documentation; a letter of intent setting price and structure; buyer due diligence; negotiation and drafting of the purchase or stock purchase agreement; and closing coordinated with a Comptroller tax clearance certificate and any Secretary of State filings the transfer requires. Sellers who organize records and confirm consent requirements before going to market typically move through diligence faster.
We confirm whether a Comptroller tax clearance certificate is required before closing and build it into the transaction timeline, so a Texas asset sale is not exposed to the seller's unpaid franchise or sales tax after closing.
For Texas sellers, we identify whether spousal consent is required to transfer a community property business interest early in the process, rather than discovering the requirement at the closing table.
We tie non-compete terms to consideration that satisfies Texas's ancillary-agreement standard, equity, proprietary access, or the sale itself, so the covenant is built to survive the reformation standard Texas courts apply rather than assuming it will hold as drafted.
Before a Texas deal moves into due diligence, we confirm the buyer's financing, cash, SBA, or seller note, and their actual intent, protecting seller time and sensitive financial disclosure from an unqualified buyer.
Alex Lubyansky leads every business sale transaction law engagement, with an associate supporting the work.
M&A counsel since 2013. Nationwide practice. LOI through closing.
We review every transaction inquiry within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
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