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Texas Penal Code Sec. 7.21 is a definition section for the portion of the code which describes criminal responsibility for corporations, associations, and limited liability companies.

In Texas, a business entity is a legally recognized organization formed to conduct commercial or business activities. It provides a separate legal structure that shields its owners from personal liability for the business's debts and obligations. Texas offers various types of business entities, each with distinct characteristics and benefits. The common types of business entities in Texas include:

Sole Proprietorship: A business owned and operated by a single individual. It is the simplest and most common form of business entity, but the owner is personally liable for all business debts.

Partnership: A business entity with two or more owners who share profits, losses, and responsibilities. There are two main types of partnerships: general partnerships and limited partnerships.

Corporation: A legal entity that exists separately from its owners (shareholders). Corporations provide limited liability protection to shareholders and can issue stock to raise capital.

Limited Liability Company (LLC): A hybrid business entity that combines the limited liability protection of a corporation with the pass-through taxation of a partnership or sole proprietorship.

Limited Partnership (LP): A partnership that consists of at least one general partner with unlimited liability and at least one limited partner whose liability is limited to their investment.

Limited Liability Partnership (LLP): A partnership where all partners have limited liability for the business's debts, including those resulting from the actions of other partners.

Steps to Form a Business Entity in Texas:

Choose a Business Name: Select a unique name for your business that complies with state naming rules.

Decide on the Business Structure: Determine which type of business entity is most suitable for your needs (e.g., sole proprietorship, partnership, corporation, LLC, etc.).

Register with the Texas Secretary of State: File the necessary formation documents with the Texas Secretary of State's office. The required documents and filing fees vary depending on the chosen business structure. For corporations and LLCs, the formation documents are Articles of Incorporation or Certificate of Formation, respectively.

Obtain an Employer Identification Number (EIN): Apply for an EIN from the Internal Revenue Service (IRS). This is a unique identifier for your business, similar to a Social Security Number for individuals.

Register for State Taxes: Determine if your business requires any state licenses or permits and register for Texas state taxes, if applicable.

Comply with Ongoing Requirements: After formation, businesses must comply with ongoing requirements, such as annual filings, maintaining proper records, and paying taxes.

Consider Legal and Financial Guidance: It's advisable to consult with an attorney or a business advisor to ensure you understand the legal and financial implications of the chosen business entity.

Subchapter B of Article 7 allows the state to charge various business entities with criminal conduct.

Sec. 7.21. DEFINITIONS. In this subchapter:

(1) "Agent" means a director, officer, employee, or other person authorized to act in behalf of a corporation, an association, a limited liability company, or another business entity.

(1-a) "Business entity" means an entity or organization governed by the Business Organizations Code, other than a corporation, association, or limited liability company.

(2) "High managerial agent" means:
(A) a partner in a partnership;
(B) an officer of a corporation, an association, a limited liability company, or another business entity;
(C) an agent of a corporation, an association, a limited liability company, or another business entity who has duties of such responsibility that the agent's conduct reasonably may be assumed to represent the policy of the corporation, association, limited liability company, or other business entity.

Acts 1973, 63rd Leg., p. 883, ch. 399, Sec. 1, eff. Jan. 1, 1974. Amended by Acts 1993, 73rd Leg., ch. 900, Sec. 1.01, eff. Sept. 1, 1994. Amended by: Acts 2019, 86th Leg., R.S., Ch. 112 (S.B. 1258), Sec. 2, eff. September 1, 2019.

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