Franchise Acquisition Lawyer in Texas

By Alex Lubyansky Managing Partner Last updated October 24, 2026

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Texas.

Serving 4 markets across Texas.

Franchise Acquisition Lawyer Practice in Texas

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Texas. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Texas Transaction Considerations

Texas has no corporate or personal income tax, making it one of the most favorable jurisdictions for structuring acquisitions, though the Franchise (Margin) Tax still applies as a gross-receipts-based tax
Texas gives each spouse sole management and disposition of the community property that spouse would have owned if single, under Tex. Fam. Code 3.102, and leaves the remaining community property to joint management unless the spouses agree otherwise in writing
Texas's unique requirement that non-competes be "ancillary to an otherwise enforceable agreement" means buyers must carefully evaluate the enforceability of each non-compete in a target company's portfolio based on the underlying consideration

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Franchise Acquisition Lawyer Service Areas in Texas

Acquisition Stars represents clients in each of the following markets. Click any city to learn about franchise acquisition law services in that area.

Texas Legal Framework for Franchise Acquisition Law

Non-Compete Agreements

The seller's covenant and the franchisor's in-term and post-term covenants must both fit what the state will enforce.

Enforceable only if ancillary to an otherwise enforceable agreement. Mandatory reformation.

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.

Tax Considerations

Sales tax on transferred equipment and inventory, plus successor liability, shape the resale price allocation.

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.

Filing Requirements

Franchise registration and relationship laws add a franchisor consent step and disclosure timing to the standard entity filings.

Entity mergers and conversions must be filed with the Texas Secretary of State. Franchise tax (margin tax) compliance is required. The Comptroller's office handles tax clearance certificates for asset purchases. Public Information Reports are required annually.

Bulk Sales / Asset Purchases

If the transaction transfers assets, check whether creditor-notice or tax-clearance rules in the state affect the closing date.

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.

The federal framework for a franchise resale

Buying an existing franchised location is not the same transaction as buying an independent business. The buyer is stepping into a relationship the franchisor controls, so the purchase depends on the franchisor's consent to the transfer, not only on agreement between the buyer and the seller. The franchise agreement, not the purchase agreement, usually sets the conditions the transfer has to satisfy.
Whether the buyer has a federal right to current disclosure depends on the franchisor's role and any exemption. Where the franchisor signs the incoming owner to its current agreement with significant involvement, the rule can reach the transaction; where the buyer only takes assignment and the franchisor merely consents, it may not. The remaining term, and whether renewal survives the transfer, changes what the buyer pays for.
Franchisors commonly charge a transfer fee and require a general release from the seller as conditions of consent, protecting the franchisor from claims tied to the outgoing owner's tenure. A buyer's counsel reviews the transfer conditions in the franchise agreement early, because a franchisor's refusal to consent, or a demand the seller cannot meet, can stall or kill a deal that both sides have already priced.

Advance disclosure depends on the deal shape

For a franchise sale that is not exempt, the FTC Franchise Rule requires furnishing the current disclosure document at least 14 calendar days before the franchisee signs a binding agreement with, or makes any payment to, the franchisor or an affiliate, under 16 CFR 436.2(a). A payment to the selling franchisee, or a signed purchase agreement with the seller, does not by itself start that period. Two definitions can exclude a resale: a transfer by an existing franchisee is not a sale where the franchisor had no significant involvement with the buyer, and approval or disapproval alone is not significant involvement, under 16 CFR 436.1(t); a franchisee selling only its own outlet is not a franchise seller, under 16 CFR 436.1(j). Exemptions in 16 CFR 436.8 can also apply. Confirm which path applies before assuming a federal 14-day review right.

Sources: 16 CFR 436.2(a), 16 CFR 436.1(t), 16 CFR 436.1(j), 16 CFR 436.5, 16 CFR 436.8

Diligence focus for a franchise resale

Remaining term on the franchise agreement and renewal eligibility
Franchisor's consent conditions and any transfer fee
Training requirements the incoming owner must complete before opening
Scope of the general release the franchisor is requiring
Whether the current form of agreement differs from the seller's

Other M&A and Securities Services in Texas

Acquisition Stars handles M&A transactions for Texas clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Business Acquisition Lawyer in Texas SBA Acquisition Attorney in Texas Due Diligence Attorney in Texas LOI Attorney in Texas

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Alex Lubyansky leads every franchise acquisition law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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We review every transaction inquiry within one business day.