--- title: "Due Diligence Attorney Texas" description: "Due Diligence Attorney across Texas. Alex Lubyansky represents buyers and sellers in Greater Dallas Area and statewide. Free consultation with Alex Lubyansky." canonical: "https://acquisitionstars.com/due-diligence-attorney/tx" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # Due Diligence Attorney Texas By [Alex Lubyansky](https://acquisitionstars.com/about) Managing Partner Last updated September 14, 2026 Looking for a due diligence attorney texas? Acquisition Stars advises buyers and sellers on due diligence attorney matters across Texas. Serving 1 market across Texas. Alex Lubyansky on every engagement. [Request Engagement Assessment](https://acquisitionstars.com/consultation) ### Discuss Your Texas Transaction Share the basics. Alex reviews every inquiry and responds within one business day. ## Due Diligence Attorney Service Areas in Texas Acquisition Stars represents clients in each of the following markets. Click any city to learn about acquisition due diligence law services in that area. ### Greater Dallas Area [Argyle Due Diligence Attorney](https://acquisitionstars.com/due-diligence-attorney/argyle-tx) Houston's acquisition activity centers on energy and petrochemical service companies, healthcare practices tied to the Texas Medical Center complex, and the distribution and logistics operations that support the Port of Houston. SBA-financed buyers most often target established service businesses in the one million to five million dollar range: HVAC and mechanical contractors, medical and dental practices, distribution companies, and energy-services vendors with recurring commercial contracts. Most of these transactions close as asset purchases rather than stock sales, which shifts the due diligence focus toward contract assignability, equipment titles, and the target's outstanding liabilities rather than corporate governance history. A due diligence review for a Houston purchase should confirm a Texas Comptroller tax clearance letter, since Texas Tax Code Section 111.020 lets the state pursue an asset buyer for the seller's unpaid franchise and sales tax if that step is skipped. UCC lien searches against the seller and its equipment are standard practice, along with confirming that any commercial lease can actually be assigned to the buyer on its current terms. Non-compete and key-employee agreements need separate review too: Texas requires a covenant to be ancillary to an otherwise enforceable agreement, and Texas courts reform rather than void an overbroad one, so an existing agreement is not automatically a dead end. For a small to mid-sized Houston acquisition, a full-scope quality of earnings report is not always proportionate to the deal, and a diligence plan sized to the transaction matters as much as the findings themselves. Alex Lubyansky leads every Houston engagement, scoping the legal and financial diligence workstreams to the deal size and the buyer's SBA lender requirements before work begins, rather than running a single fixed process regardless of transaction size. That scoping conversation, along with a review of financial statements and any letter of intent already in hand, is exactly what a free consultation is built to cover. ## Texas Legal Framework for Acquisition Due Diligence Law ### Non-Compete Laws Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation. ### Tax Considerations 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, spousal consent is required for transfers of community property business assets. The no-income-tax environment significantly affects deal structuring. ### Texas Regulatory Notes - The Texas Attorney General reviews acquisitions involving nonprofit organizations and charitable trusts. The Texas Department of Insurance reviews insurance company ownership changes. The Public Utility Commission of Texas reviews electric utility acquisitions. The Railroad Commission regulates oil and gas-related transactions. - Texas raised the Franchise Tax no-tax-due threshold to $2.47 million in total revenue for 2024, exempting more small businesses. The state also expanded the appraisal dispute process, which can affect real property valuations in acquisitions. ## Other M&A and Securities Services in Texas Acquisition Stars handles M&A transactions for Texas clients and works with independent securities counsel on securities matters. Alex Lubyansky leads every M&A engagement. [M&A Attorney in Texas](https://acquisitionstars.com/ma-attorney/tx) [Business Acquisition Lawyer in Texas](https://acquisitionstars.com/business-acquisition-lawyer/tx) [Business Sale Attorney in Texas](https://acquisitionstars.com/business-sale-attorney/tx) [LOI Attorney in Texas](https://acquisitionstars.com/loi-attorney/tx) [Going Public Attorney in Texas](https://acquisitionstars.com/going-public-attorney/tx) [Securities Lawyer in Texas](https://acquisitionstars.com/securities-lawyer/tx) [Reverse Merger Attorney in Texas](https://acquisitionstars.com/reverse-merger-attorney/tx) [Purchase Agreement Attorney in Texas](https://acquisitionstars.com/purchase-agreement-attorney/tx) ## How We Work 1 ### Diligence Plan Scoped to Deal Size We size the legal diligence workstream to the transaction. A single-location Houston service business does not need enterprise-level review, so an SBA-financed buyer is not paying for diligence built for a much larger deal. 2 ### Tax Clearance and Successor Liability Check We confirm whether a Texas Comptroller tax clearance letter is required before closing, since Texas Tax Code Section 111.020 lets the state pursue an asset buyer for the seller's unpaid franchise and sales tax if that step is skipped. 3 ### UCC Lien Search and Lease Assignment Review We run UCC lien searches against the seller and confirm the commercial lease can actually be assigned to the buyer on its current terms, before either issue becomes a closing-table surprise. 4 ### SBA Lender Coordination and Free Consultation We coordinate legal diligence with what the buyer's SBA lender will independently require, so the two reviews move on the same timeline. A free consultation is where that coordination starts. Request an engagement assessment to scope a specific Houston transaction. ## Due Diligence Attorney in Texas: Frequently Asked Questions ### How much does a due diligence attorney cost in Houston? Cost tracks the scope of the review, not a single quoted number. A single-location business with clean financial records costs less to review than a multi-location target with SBA financing, an earnout, or a lease that needs assignment. Houston engagements are typically scoped in phases, starting with a review of the letter of intent and financial statements before the full diligence workstream begins. Request an engagement assessment for a figure specific to the target business. ### What does a due diligence attorney do for a Houston acquisition? A due diligence attorney reviews the legal side of a target business alongside the buyer's financial and operational review: corporate records, material contracts, outstanding liabilities, UCC liens, lease assignability, and any pending or threatened litigation. In Houston specifically, that review also confirms whether a Texas Comptroller tax clearance letter is needed before closing, since an asset buyer who skips it can inherit the seller's unpaid state tax liability. The findings feed directly into the purchase agreement's terms. ### What are red flags to watch for in Houston business due diligence? Common red flags include customer concentration not disclosed in the letter of intent, a working capital target that does not match the seller's actual cash cycle, unresolved UCC liens against business assets, a commercial lease the landlord will not agree to assign, and non-compete agreements that turn out to be unenforceable under Texas's ancillary-agreement requirement. None of these are automatic deal-killers, but each one changes the deal's structure, price, or timeline if it surfaces late instead of during diligence. ### Does SBA financing change the due diligence process for a Houston purchase? Yes. An SBA lender runs its own underwriting review alongside the buyer's diligence, and the lender's requirements, particularly around the seller's financial history and lease terms, often set the pace for the transaction. Coordinating legal due diligence with what the SBA lender will independently require keeps a Houston SBA-financed purchase from stalling in underwriting after the letter of intent is already signed. ### Does Acquisition Stars handle acquisition due diligence law matters throughout Texas? Yes. Acquisition Stars is a nationwide M&A law firm. Alex Lubyansky leads engagements for clients in Texas directly, from deal strategy through closing. We work with clients in every major metro and smaller markets throughout the state. ### How do Texas non-compete laws affect business acquisitions and sales? Enforceable only if ancillary to or part of an otherwise enforceable agreement under the Texas Business & Commerce Code Section 15.50-15.52 (Covenants Not to Compete Act). The covenant must contain limitations as to time, geography, and scope that are reasonable and do not impose a greater restraint than necessary. Texas courts must reform (not void) overbroad covenants to make them enforceable. The "ancillary to an otherwise enforceable agreement" requirement typically means the non-compete must be connected to consideration such as stock options, proprietary information access, or a sale of business. ### What are the key Texas tax considerations in a business transaction? 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, spousal consent is required for transfers of community property business assets. The no-income-tax environment significantly affects deal structuring. ### Does Texas have a Bulk Sales Act that affects asset purchases? Texas has repealed UCC Article 6 (Bulk Sales). However, Texas Tax Code Section 111.020 permits the Comptroller to impose successor liability on asset purchasers for the seller's unpaid franchise (margin) tax and sales tax. Buyers must request a tax clearance certificate before closing. ### What should Texas business owners look for in an M&A attorney? Look for an attorney with genuine transaction experience, not just corporate formation work. Verify that the attorney has handled deals similar in size and structure to yours. In Texas, confirm the attorney understands state-specific issues including Texas's non-compete framework, successor liability rules, and any industry-specific regulations. At Acquisition Stars, Alex Lubyansky leads every engagement, reviews every document, and leads negotiation and closing, with an associate supporting the work. ## Ready to Discuss Your Texas Deal? Alex Lubyansky leads every acquisition due diligence law engagement, with an associate supporting the work. 15+ years of M&A experience. Nationwide practice. LOI through closing. ### Request Engagement Assessment We review every transaction inquiry within one business day. LOI through closing. Nationwide. 15+ years of M&A experience. --- Source: https://acquisitionstars.com/due-diligence-attorney/tx Markdown version generated for machine readers. Canonical HTML at the source URL.