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Hunt Pennington Kumar & Dula PLLC


Hunt Pennington Kumar PLLC

From offices in Austin, TX our attorneys have a focused mission to help Texans establish successful businesses and create estate plans that will protect their assets and meet all their needs. We are fortunate to work with a wide variety of clients—young couples just starting their lives together; older, more established families nearing retirement; small business owners working to plan for the future; and successful business owners seeking to establish a transition plan for their company when they retire. Regardless of the size or complexity of the issues, our attorneys strive to provide the best quality of service to each client.

Hunt Pennington Kumar PLLC (“HPK”) provides our clients an initial 30-minute free consultation and offers affordable cost-effective pricing for business transactions, estate planning services, and probate legal services.

Estate Planning, Intellectual Property, and Business Law Attorneys In Austin, Texas

We Protect Your Assets, Both Tangible and Intangible

Hunt Pennington Kumar PLLC is a boutique law firm created to protect the things our clients have worked hard for in life, from the physical assets in your personal estate to the intangible assets of your intellectual property. We are proud to serve individuals, families, businesses, and startups in Austin, Texas, in areas ranging from Estate Planning and Elder Law to Intellectual Property Law. Read More

We serve technology companies, startups, inventors, scientists, investors, and private-equity managers, as well as companies and individuals who are: Starting or operating businesses, Investing in the tech sector, Grappling with disputes involving technology, people, and capital; and Involved in the innovation of medical devices, computing, integrated circuits, aerospace technologies, and countless other protectable assets. Read More

From preparing and negotiating contracts to financing, business disputes to franchise law, Hunt Pennington Kumar leverages our attorneys’ diverse backgrounds to bring new insight to all aspects of Business Law. Whether you’re an entrepreneur, an investor, or a franchiser, an experienced Business Lawyer can guide you through all aspects of your business, including raising capital, diversifying your product line, expanding your markets, allocating risk, and advising against costly mistakes. Read More

Estate Planning, Intellectual Property, and Business Law Attorneys In Austin, Texas

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FAQS Frequently Asked Questions

LLC's are relatively easier to manage with less stringent procedural requirements as compared to a C Corp. Generally, LLC can conduct all the same businesses that a corporation can. As far as S Corp is concerned, it is simply a tax designation (though there are requirements associated with the maximum number of shareholders etc. which would be satisfied as per the description of your situation) and the same election can be made for a LLC as well. I would recommend consulting a business law attorney in your area to understand the tax implications as well as other regulatory requirements that you may need to look into such as export-import requirements, taxes on these transactions etc. Consideration ought to be given for future possible activities that you may want to undertake in that business as some of those may weigh towards a particular type of entity for example, if you would like to raise capital through venture capital firms, they would probably like you to have a C Corp as they are generally not willing to invest in LLCs.
You can file your DBA name with the Secretary of State but as even you LLC is a Texas entity, when doing business outside Texas, you should register your LLC with the Sec of State of that state as a foreign entity (foreign in the sense of another state, not another country). There may be tax implications and fees associated with that. Furthermore, there could be issues with using the particular name if another entity has superior rights to you in the particular region that you are doing business at. You should consult an Intellectual Property lawyer to file a trademark (which is the case for Subway - it is the trademark owned by the Franchisor), which would give you rights throughout the country (subject to possibly local territorial rights of someone else like you operating in that geography, which may be superior to you in a local geography). I would recommend a consultation with one of our lawyers, as we handle business law and intellectual property. We can better guide you to structure your business operations properly, and to service your needs.
It seems that you are dealing with individuals who may have been partners but had a falling out and have created competing businesses and laying claim to the monies associated with work performed earlier. In Texas there is a concept of de-facto business entity if a business was being conducted without having all the formalities of setting up the business being completed. The EIN and certificate of filing themselves are not retroactive, but the above mentioned legal principal might apply to the situation depending upon the facts associated with the business formation and operations. There is also a possibility that the facts listed by you may have implications with agency law and apparent authority vs. actual authority. To avoid liabilities to either of the parties in the future, you should consult with a business law attorney who can analyze your situation in detail and provide proper guidance and may be able to structure an indemnity agreement for you with the party receiving the funds which would protect you against claims by the other party in the future.
The answer to your first question is yes. I am not sure what you mean be reverse vesting. If your intent is for the vesting to occur over time, you need to have a stock option or stock grant plan in place, or have a founders agreement that details the vesting terms. I would recommend you talk to a business attorney who can help you in drafting the required company agreements to avoid future problems. You should consider the ramifications of unexpected events like disability, death or departure (or removal) of one of the founders and what impact it can have on the business and how best to handle such situation. Dealing with it in an agreement up front is the best way to avoid unpleasant scenario in the future.
In Texas a non compete agreement is generally enforceable so long as it is a valid contract, i.e. there was something of value given to you in return for your promise of not competing in the near future. The enforceability of the non compete agreement is limited to reasonable restrictions as to the duration, geography and scope of what is defined as competition and therefore a prohibited activity on your part. Secrets are protected through a confidentiality agreement even though non compete agreements do have protection of such business secrets as an underlying motivation for the agreement itself. If the agreement results in keeping a person from earning a livelihood or if it is too broad in scope as to time, geography or scope of work, it would probably be unenforceable. I am surprised that an intern was required to sign a non compete agreement. Your new employer should be advised of the existence of such agreement but I would expect them to not be worried about it, as there would be little motivation on your previous employer's part to stop you from working with the new employer based upon your relatively low level position in the hierarchy at this time. The restriction could be reasonable if it was for a service which was of a personal nature and what could not be easily replaced e.g. an artist performing on stage or singing etc. You may want to have an attorney look at the actual agreement that you signed and advise you of the possibility of it being enforceable.