Small Business Corporate Services

The Ornelas Firm provides small businesses, nonprofits, and foreign investors with practical, non-tax corporate legal services. From choosing and forming the right entity to drafting contracts, handling acquisitions and reorganizations, and pursuing collections, we help owners protect their companies and manage day-to-day risk. Based in El Paso and serving West Texas, Southern New Mexico, and cross-border investors, our business attorneys focus on clear advice and careful documentation so you can run and grow your business with confidence.

Services include:

• Business Formation & Reorganization
• Registered Agent Services
• Corporate Governance & Compliance
• Contract Drafting and Review
• Business and Asset Acquisitions and Sales
• Collections

Business Formation & Reorganization

Running your business through an entity offers important liability protection—but only if the structure fits how you actually operate. We advise on corporations, limited liability companies (LLCs), limited partnerships, and other Texas and New Mexico entities, and help foreign investors choose the right structure for US operations.

We assist with:

• Selecting the appropriate entity type
• Drafting operating agreements, partnership agreements, and bylaws
• Structuring multiple lines of business to isolate risk
• Reorganizing or converting existing entities when your business outgrows its current structure

Our goal is to align your corporate structure with your business model so that contracts, ownership, and liability exposure all work together.

Registered Agent Services

Every entity doing business in Texas must designate a registered agent to receive lawsuits and official notices. Many owners prefer not to have a process server show up at their home or in front of customers.

We provide:

• Registered agent services for Texas entities
• Coordination with out-of-state registered agents for companies formed elsewhere
• Prompt notice and forwarding of legal documents to you or your designated representative

This helps protect your privacy and ensures that important deadlines are not missed.

Corporate Governance & Compliance

Good governance is about more than annual meetings—it’s about keeping your company in good standing and documenting key decisions. We help owners avoid “informality” that can create problems in litigation, tax audits, or investor due diligence.

We assist with:

• Drafting and updating bylaws, operating agreements, and shareholder/partner agreements
• Preparing minutes, consents, and resolutions for major decisions
• Ownership changes, buy-sell arrangements, and basic equity planning
• State-law compliance to help maintain limited liability protections

We focus on practical, right-sized governance that fits small businesses and closely held companies.

Contract Drafting and Review

Contracts are the backbone of your business relationships—whether you’re hiring key personnel, engaging independent contractors, leasing space, or working with strategic partners.

We help with:

• Drafting and reviewing service agreements, vendor contracts, NDAs, and employment/independent contractor agreements
• Structuring outsourcing and contractor relationships to reduce worker-classification and co-venturer risk
• Negotiating key terms such as payment, termination, indemnity, and dispute resolution

Properly drafted contracts limit exposure to liability, clarify expectations, and provide the documentation regulators and authorities often request in examinations and audits.

Business and Asset Acquisitions and Sales

Buying or selling a business is more than agreeing on a price. The structure of the deal—stock vs. asset purchase, seller financing, earn-outs, and assumed liabilities—can have long-term legal and financial consequences.

We advise buyers and sellers on:

• Whether to acquire an existing entity or only select assets
• Key terms in letters of intent, purchase and sale agreements, and ancillary documents
• Due-diligence issues and hidden risks that could surface after closing
• Coordinating the transaction with your tax, banking, and succession planning

From first offer to closing, we help you identify hidden benefits and avoid unknown traps when buying or selling a business.

Collections

You did the work or extended credit in the course of business—but you haven’t been paid. In many cases, the law allows you to attach the debt to a specific asset or pursue other remedies, but only if the proper procedures are followed.

We assist with:

• Demand letters and negotiated payment arrangements
• Filing and perfecting liens where available
• Lawsuits and judgment enforcement against delinquent debtors

We bring the same attention to detail from our tax practice to the commercial collections process, focusing on practical strategies to improve your chances of recovery while managing cost and risk.