Yesterday evening, my limited liability company (owned with family members), Hicksbaugh Ltd. LLC, received a business proposal in the mail (thank you very much).  Surprisingly, the name of the company was “mis-stated” (Hicksbaugh Ltd.) and the proposal was mailed to my home address, rather than the business address of Hicksbaugh Ltd. LLC.

Interestingly, also, I was recently involved in a legal proceeding where a company had dissolved in the year 1930 – thereafter, in 2015, a new corporation was formed with the same “legal name.”  While these were clearly two separate corporations, a surprising number of businesspeople and lawyers confused them for being one and the same – the result was a rather sophisticated corporation being “scammed” out of over $40,000!  Fortunately, I took care of the problem for the scammed business, but that is another, unrelated, story.

Look Like a Soldier

In the movie Patton, a line that sticks with me is “these soldiers aren’t soldiers because [among other things] these soldiers don’t look like soldiers.”  If you are going to be a “business- person” then act and look like a “business person.”  That includes addressing businesses by their legal name and mailing documents to a company’s proper business address.  Otherwise, your shoddy work may make others believe you are something less than a serious business-person. By the way, that is not a clever way to make a good first impression!

Know With Whom You Are Dealing

When a company is dissolved, its assets devolve to its shareholders.  Although it can be reinstated, in certain circumstances, after a period of time it cannot and its “name” becomes available for use by a new, separately created and owned entity.  The new entity does not succeed to the ownership of the assets of the dissolved corporation just because it has the same name.  If you think about it, all of that is rather straightforward.  If I name my child “John Rockefeller,” does he automatically acquire the “Rockefeller family wealth?”  While he and I may wish so, it is simply not the case.  Can you imagine the problem if I name my child – “Bob Smith.”  I’ve known a number of Bob Smiths in my time, but I doubt many would agree that because I named my child after one of them (or all of them), my child succeeded to their respective assets.

Pretty simple when you think about it.

Use the Secretary of State’s Web-Page

The Texas Secretary of State’s web-page ( contains a remarkable amount of information on corporations and partnerships, most of the filing of which is required by law.  Among other things, there will be a recent Texas Franchise Tax Public Information Report, which, among other things will have the following:

  1. The legal name of the entity (in my example Hicksbaugh Ltd. LLC not Hicksbaugh Ltd.)
  2. The mailing address of the entity (in my example 5524 Bee Caves Road, Suite B5, West Lake Hills, Texas 78746; not the home address of one of its owners)
  3. A phone number for the entity (in my example (512) 236 8400, which doubles as our law firm’s phone number).

Also, if you search  for the entity “Hicksbaugh”, you will find not only Hicksbaugh Ltd. LLC but also Hicksbaugh Lumber Company.  The latter, as you will discover on that same web-site, dissolved in 1934.  Before you assume that Hicksbaugh Ltd. LLC (formed in 2009, some 75-years after the dissolution of Hicksbaugh Lumber Company) succeeded to the ownership interests of Hicksbaugh Lumber Company, you should, at the very least, consult with an attorney – and make sure that attorney consults the web-page of which we have been discussing.  If you make the assumption of sameness – I guarantee you will be wrong.  And there will be a large number of successors to the shareholders of Hicksbaugh Lumber Company to whom you will have to answer!

So use the Secretary of State’s web-site – you will look like a serious business-person; and, more importantly, you may “screen out” a scammer. And remember, in these days, there are a lot of “scammers.”

Edward Wilhelm and Jack Wilhelm provide tremendously high value legal assistance to many very desirable clients.

THE WILHELM LAW FIRM, 5524 Bee Caves Road, Suite B5, Austin, TX 78746; (512) 236 8400 (phone); (512) 236 8404 (fax);

DISCLAIMER: The information on this site is not intended to and does not offer legal advice, legal recommendations, or legal representation on any matter. You need to consult an attorney in person for legal advice regarding your individual situation.