If you’re a business owner moving to a new state like Texas and taking your LLC with you, one question can be at the top of your mind: how to legally bring the company with you. A common situation is maintaining registration in Delaware, and moving to a new state. Perhaps you want to maintain legal status in your current state, but you want to move operations to Texas state.
Whatever your situation, if you’re moving to Texas and keeping the LLC registered elsewhere, the laws and regulations are the same. It’s a common circumstance to keep an LLC registered in another state while moving operations to Texas. And this piece will go through some of the main ins and outs of using out-of-state LLCs, or foreign entities, in Texas.
This piece assumes a few things. First that if you’re applying to Texas as a foreign entity, you already have the basic business formation process complete. If you’re starting a new business, this article isn’t for you. That process requires starting at square one on forming a business and choosing the right legal entity. Second, this piece presumes a goal of maximizing asset protection in using foreign entity laws in Texas. There are other priorities you can emphasize in this process, so if you have different priorities, this article will be of more general importance instead of specific interest to your goals. Finally, this piece presumes using out-of-state, aka foreign, LLC in Texas, so it wouldn’t apply to other states.
As we go through this piece, we’ll cover what a foreign or out of state entity is, what to do if you are one, how to file with the secretary of state, and some of the issues you could encounter along the way while moving to Texas.
Fortunately, Texas does not try and hide the ball from anyone seeking to move there, so the rules and regulations are as straightforward as possible.
What is a Foreign Entity or Out-of-State Entity?
“Foreign entity” is the technical term for an out-of-state business that seeks to do business in the state of Texas. It can include a variety of situations, both businesses in the United States and non-American companies. The rules apply to many business structures, from solo to LLC’s and large corporations. Texas’s Secretary of State provides a broad definition to those seeking information:
Whether an entity is domestic or foreign does not depend on the location of the principal business office. Instead, it depends on where the entity was formed and what law governs its internal affairs. If an organization was formed under, and the internal affairs are governed by, the laws of a jurisdiction other than Texas, the organization is a “foreign entity.” We sometimes refer to foreign entities as out-of-state entities to reinforce the concept that entities formed in other U.S. states are foreign entities, as well as entities formed outside of the United States.
Where the entity was formed, for the basis of an LLC, refers to the business formation papers drawn up at the creation of a new business. A common situation is when an LLC forms itself in the state of Delaware, to take advantage of that state’s business formation laws, and then conducts business elsewhere in the country. But as the Secretary of State notes, it can include any number of situations.
The specific statutes in play are from the Texas Business Organizations Code, Title 1 – General Provisions, Chapter 9 – Foreign Entities. Subchapter A, Section 9.001 deals with registration requirements:
Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER. (a) To transact business in this state, a foreign entity must register under this chapter if the entity:
(1) is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation; or
(2) affords limited liability under the law of its jurisdiction of formation for any owner or member.
(b) A foreign entity described by Subsection (a) must maintain the entity’s registration while transacting business in this state.
Section 9.001(a)(1) lists LLC’s as one of the business entities required to form. So, if your business entity is on that list, and you’re “transacting business” in the state of Texas, you need to register.
There are caveats to that broad rule. And transacting business has a specific meaning, and we’ll cover that in a moment further down. But for most people, the rule is you need to register if you’re on that list.
What Foreign Entity or Out-of-state LLCs are not Required to Register?
The Business Organization Code provides the main exemptions for businesses not required to register. There is also a second exemption for businesses that enter Texas purely to respond during an emergency. The first is a permanent move, the second is not and is extremely limited.
On the first kind of business, Section 9.002 covers businesses not required to register:
Sec. 9.002. FOREIGN ENTITIES NOT REQUIRED TO REGISTER. (a) A foreign entity not described by Section 9.001(a) may transact business in this state without registering under this chapter.
(b) Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register.
(c) A foreign entity is not required to register under this chapter if other state law authorizes the entity to transact business in this state.
(d) A foreign unincorporated nonprofit association is not required to register under this chapter.
It’s a vague passage, but the essence is that you have to fall outside the list of entities in the registration section in order to not be required to register. If you hold an LLC, you don’t fall into this description. Section 9.002(c), other state law authorization, is worth mentioning because it leads us into the more limited situations when a business does not have to register.
Emergency Services From Out Of State Businesses
The Business and Commerce Code Title 5, Subtitle C, Chapter 112 “Facilitating Business Rapid Response to State Declared Disasters Act” allows for a business to provide emergency services without registering to transact business in the state. There are a number of subsections of statutes that describe all the various ins-and-outs of performing this kind of work, but the Secretary of State sums it up as follows:
Certain out-of-state businesses who enter the state to perform disaster- or emergency-related work in this state during a disaster response period are exempt from the requirement to register as a foreign entity pursuant to Chapter 112 of the Business & Commerce Code. If your out-of-state business is exempt, you may choose to file a notification statement with the secretary of state. Please see Form 3901 (PDF) for out-of-state businesses and Form 3902 (PDF) for affiliates of in-state businesses. All exemptions under Chapter 112 of the Business & Commerce Code cease at the end of the disaster response period.
As mentioned above, this is not for people contemplating a permanent move to Texas. This statute covers businesses that are in Texas for a specific period of time, who are transacting business in the state but only for the purposes of providing emergency relief. It’s not a statute where you can get grandfathered in by providing emergency services, and then continue on working in the state without registration.
Key Points About Texas Registration
If you plan to move and transact business in the state of Texas, it’s best to register and to do so early in the process.
The Texas Secretary of State provides three other situations where registration is important:
- Section 201.102 of the Texas Finance Code requires an out-of-state financial institution to register with the secretary of state before opening a branch or other office in Texas.
- It has been the practice of the Texas Department of Insurance to refuse a non-resident agency license for a foreign entity unless the entity has registered with the secretary of state. HB 2503, passed in the 2011 Legislative Session, removes this requirement effective 09/01/2011.
- Some banks will not do business with an unregistered foreign entity, despite that BOC § 9.251 states that maintaining a bank account in this state is not, in and of itself, transacting business in Texas.
Those are the caveats on who has to register. The second part of the analysis is whether or not your transacting business is within the statutory definition.
What Does it Mean to “Transact Business” in the State of Texas?
If you’re an LLC, odds are you’re conducting some kind of business, whether selling products, services, or some combination. But if you meet the entity definition for registration, you may or may not be conducting business in Texas. Companies not transacting business, within the statutory definition, in Texas also don’t have to register.
Transacting business is not defined in statutes. What is defined is what NOT transacting business.
In Section 9.251 provides a long list, but if you’re only doing these items, you’re not treated as conducting business.
Sec. 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE. For purposes of this chapter, activities that do not constitute transaction of business in this state include:
(1) maintaining or defending an action or suit or an administrative or arbitration proceeding, or effecting the settlement of:
(A) such an action, suit, or proceeding; or
(B) a claim or dispute to which the entity is a party;
(2) holding a meeting of the entity’s managerial officials, owners, or members or carrying on another activity concerning the entity’s internal affairs;
(3) maintaining a bank account;
(4) maintaining an office or agency for:
(A) transferring, exchanging, or registering securities the entity issues; or
(B) appointing or maintaining a trustee or depositary related to the entity’s securities;
(5) voting the interest of an entity the foreign entity has acquired;
(6) effecting a sale through an independent contractor;
(7) creating, as borrower or lender, or acquiring indebtedness or a mortgage or other security interest in real or personal property;
(8) securing or collecting a debt due the entity or enforcing a right in property that secures a debt due the entity;
(9) transacting business in interstate commerce;
(10) conducting an isolated transaction that:
(A) is completed within a period of 30 days; and
(B) is not in the course of a number of repeated, similar transactions;
(11) in a case that does not involve an activity that would constitute the transaction of business in this state if the activity were one of a foreign entity acting in its own right:
(A) exercising a power of executor or administrator of the estate of a nonresident decedent under ancillary letters issued by a court of this state; or
(B) exercising a power of a trustee under the will of a nonresident decedent, or under a trust created by one or more nonresidents of this state, or by one or more foreign entities;
(12) regarding a debt secured by a mortgage or lien on real or personal property in this state:
(A) acquiring the debt in a transaction outside this state or in interstate commerce;
(B) collecting or adjusting a principal or interest payment on the debt;
(C) enforcing or adjusting a right or property securing the debt;
(D) taking an action necessary to preserve and protect the interest of the mortgagee in the security; or
(E) engaging in any combination of transactions described by this subdivision;
(13) investing in or acquiring, in a transaction outside of this state, a royalty or other nonoperating mineral interest;
(14) executing a division order, contract of sale, or other instrument incidental to ownership of a nonoperating mineral interest; or
(15) owning, without more, real or personal property in this state.
Remember, this is a list of what is NOT transacting business.
Texas law and resources don’t provide an exhaustive list of what is transacting business. The Texas Secretary of state tells business owners to look to, “Case law from Texas and other U.S. jurisdictions regarding foreign qualification; Texas Attorney General Opinions; and Private attorneys familiar with corporate law.”
If you’re unclear, the Texas Comptroller provides a questionnaire for determining whether or not you’re conducting business for tax purposes. When determining whether or not a person is transacting business, Texas provides the following information:
- The threshold level of activity required for a tax nexus is generally lower than the threshold level of activity that requires registration with the secretary of state.
- Therefore, if the Texas Nexus Questionnaire results in a determination of “no nexus,” the entity is probably not transacting business in Texas either.
- On the other hand, if the Texas Nexus Questionnaire results in a determination of “nexus,” the entity should consider registration.
- Remember that, for registration with the secretary of state, the Texas Nexus Questionnaire can be a useful tool, but does not give a definitive answer.
- Don’t forget that even if you determine that your entity is not transacting business in Texas under the BOC, you may need to register under other law, such as the Insurance or Finance Codes.
Generally speaking though, “a foreign entity is transacting business in Texas if it has an office or an employee in Texas or is otherwise pursuing one of its purposes in Texas.” Transacting business and registration questions can become complicated questions involving tax, late fees, insurance, and legal rights.
What happens if you don’t register your out-of-state or foreign LLC in Texas?
There are several calamities that can hit you if you don’t register. Section 9.051 details the things a court can do to an unregistered business. The first, in 9.051(a) is straightforward, “a court may enjoin a foreign filing entity or the entity’s agent from transacting business,” if either “(1) the entity is not registered in this state; or (2) the entity’s registration is obtained on the basis of a false or misleading representation.”
After that, Section 9.051(b) prevents an unregistered LLC from bringing a lawsuit:
(b) A foreign filing entity or the entity’s legal representative may not maintain an action, suit, or proceeding in a court of this state, brought either directly by the entity or in the form of a derivative action in the entity’s name, on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter. This subsection does not affect the rights of an assignee of the foreign filing entity as:
(1) the holder in due course of a negotiable instrument; or
(2) the bona fide purchaser for value of a warehouse receipt, security, or other instrument made negotiable by law.
What that effectively means is that a business cannot begin a lawsuit, or maintain a lawsuit arising from their transacting business without registration. The important part there is beginning a lawsuit. 9.051(c) notes the caveats to this:
(c) The failure of a foreign filing entity to register does not:
(1) affect the validity of any contract or act of the foreign filing entity;
(2) prevent the entity from defending an action, suit, or proceeding in a court in this state; or
(3) except as provided by Subsection (d), cause any owner, member, or managerial official of the foreign filing entity to become liable
Unregistered entities can still enter into contracts, and if they are sued, they can defend themselves. Texas case law has supported this notion too. In one case, in dealing with a foreign entity, the court made this explicit point. A plaintiff had sued a company and then tried to claim the defendant wasn’t registered and couldn’t defend themselves by appealing a decision. The court said in Greystar, LLC v. Adams, 426 S.W.3d 861 (Tex. App. 2014):
Because appellant is organized under the laws of Delaware, it is considered a “foreign entity.” … even if we were to conclude that GREP General Partners, LLC’s failure to register impacted appellant’s ability to maintain a suit, section 9.051(c) specifically states that “the failure of a foreign filing entity to register does not: … (2) prevent the entity from defending an action, suit, or proceeding in a court in this state.” As such, appellant would not have been prevented from defending the underlying lawsuit, and therefore, we will not prevent it from bringing this appeal.
So while an unregistered business that is transacting business has limited legal rights, they are not completely naked legally-speaking. However, due to tax, late fees, and insurance issues, it would not be advisable for any business to take a course of action to leave themselves open to this kind of liability.
What penalties, taxes, or fees can you face for not registering an out-of-state or foreign LLC in Texas?
Two non-legal rights problems exist for unregistered businesses: civil penalties and late fees, both laid out by statute. Section 9.052 covers the Civil Penalties:
CIVIL PENALTY. (a) A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a civil penalty in an amount equal to all:
(1) fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law; and
(2) penalties and interest imposed by law for failure to pay those fees and taxes.
(b) The attorney general may bring suit to recover amounts due to this state under this section.
The civil penalties are going to relate to the taxes, which we will get cover in a bit, and any fees associated with registration. The late fees are associated with the registration filing fee as part of filing your foreign or out-of-state LLC, as laid out in Section 9.054:
LATE FILING FEE. (a) The secretary of state may collect from a foreign filing entity a late filing fee if the entity has transacted business in this state for more than 90 days without registering under this chapter. The secretary may condition the effectiveness of a registration after the 90-day period on the payment of the late filing fee.
(b) The amount of the late filing fee is an amount equal to the product of the amount of the registration fee for the foreign filing entity multiplied by the number of calendar years that the entity transacted business in this state without being registered. For purposes of computing the fee, a partial calendar year is counted as a full calendar year.
Late filing fees are determined by multiplying the number of whole or partial calendar years that have passed since the date the entity initially transacted business in Texas times the registration fee.
- For nonprofit corporations and cooperative associations, the registration fee is $25.
- For all other entities, the registration fee is $750.
- Example: A for-profit corporation that has been transacting business in Texas since June 1, 2007 would owe $3,000 in late filing fees if registering on December 1, 2010. The total fees due with the application for registration would therefore be $3,750.
Those fees can be capped by at the discretion of the Texas Secretary of State’s office:
If your entity will be assessed more than five years of late penalties, and you meet certain criteria, you may request that the secretary of state limit the fees you owe. The secretary of state will cap the late fees at five years for an entity that (1) submits evidence of an active right to transact business with the comptroller’s office; and (2) certifies to the truth of the following statements:
- The entity has satisfied all of its franchise, sales, and other tax obligations with the Texas Comptroller of Public Accounts. Attach a screen print from the comptroller’s office showing the entity has a status of “active right to transact business”.
- The entity does not owe any other taxes, fees, or assessments that are administered by any other Texas state agency.
- The entity has not received a letter from the Office of the Secretary of State regarding the need to submit an application for registration, or if it has received such a letter, it has responded to the secretary of state within 45 days.
The general policy of the secretary of state is that we do not waive late fees for foreign entities, aside from the five year fee cap, if applicable. If an entity believes it has unique circumstances and wishes to appeal the assessment of late fees, the appeal shall be in writing and may be sent by email, fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX 78711-3697, Attn: Corporations Attorneys.
Filing of fees, taxes, and other things can go through the Texas Comptroller’s website.
How do you register an out-of-state or foreign LLC in Texas?
The short answer is that you can go to the Texas Secretary of State’s website and begin the online process, filling out all the appropriate questions, forms, and filing appropriate fees. It’s better to do this earlier in the process than later to avoid various late fees and such. Like most other registration points, Texas lists everything required on the forms by statute.
Section 9.004 lists all the things you’ll be required to provide as part of the registration process. Think of it as a statutory checklist:
Sec. 9.004. REGISTRATION PROCEDURE. (a) A foreign filing entity registers by filing an application for registration as provided by Chapter 4.
(b) The application must state:
(1) the entity’s name and, if that name would not comply with Chapter 5, a name that complies with Chapter 5 under which the entity will transact business in this state;
(2) the entity’s type;
(3) the entity’s jurisdiction of formation;
(4) the date of the entity’s formation;
(5) that the entity exists as a valid foreign filing entity of the stated type under the laws of the entity’s jurisdiction of formation;
(6) for a foreign entity other than a foreign limited partnership:
(A) each business or activity that the entity proposes to pursue in this state, which may be stated to be any lawful business or activity under the law of this state; and
(B) that the entity is authorized to pursue the same business or activity under the laws of the entity’s jurisdiction of formation;
(7) the date the foreign entity began or will begin to transact business in this state;
(8) the address of the principal office of the foreign filing entity;
(9) the address of the initial registered office and the name and the address of the initial registered agent for service of process that Chapter 5 requires to be maintained;
(10) the name and address of each of the entity’s governing persons; and
(11) that the secretary of state is appointed the agent of the foreign filing entity for service of process under the circumstances provided by Section 5.251.
(c) A foreign filing entity may register regardless of any differences between the law of the entity’s jurisdiction of formation and of this state applicable to the governing of the internal affairs or to the liability of an owner, member, or managerial official.
The name requirements refer to the name registration process all LLC’s and businesses go through when forming a business entity. As the Texas Secretary of State puts it, “In order to approve a name registration, the name must be distinguishable in the records of the secretary of state from the name of an existing filing entity, foreign filing entity, name reservation or other name registration.”
Any registration can be filed by going through the Secretary of State’s website. Texas says, “Foreign filing entities are required to file an amendment with the secretary of state on or before the 91st day of the change. See Form 406 (Word, PDF) and Form 412 (Word, PDF).”
Does Texas require different information for Series LLCs or Nonprofit LLCs?
Yes. Series LLCs have additional requirements under Section 9.005:
(b) A foreign limited liability company must state in its application for registration as a foreign limited liability company whether:
(1) the series has:
(A) separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company; or
(B) separate profits and losses associated with specified property or obligations of the foreign limited liability company;
(2) any debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the company generally or the assets of any other series; and
(3) any debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the company generally or any other series shall be enforceable against the assets of that series.
Texas has a separate process for series LLC’s, “A series LLC formed under the laws of another jurisdiction will be treated as a single legal entity for qualification purposes. The LLC itself rather than the individual series should register as the legal entity that is transacting business in Texas. The secretary of state has a separate application for registration form for foreign series LLC. See Form 313 (Word, PDF). If each or any series of the LLC transacting business in Texas transacts business under a name other than the name of the LLC, the LLC must file an assumed name certificate in compliance with chapter 71 of the Texas Business & Commerce Code. See Form 503 (Word, PDF).”
Nonprofit LLCs are covered under Section 9.006:
SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN NONPROFIT CORPORATION. In addition to the information required by Section 9.004, a foreign nonprofit corporation’s application for registration must state:
(1) the names and addresses of the nonprofit corporation’s directors and officers;
(2) whether or not the nonprofit corporation has members; and
(3) any additional information as necessary or appropriate to enable the secretary of state to determine whether the nonprofit corporation is entitled to register to conduct affairs in this state.
It’s important to file the write non-profit registration because non-profit LLCs have different tax and fee schedules. As Texas notes, “Foreign nonprofit corporations and certain foreign limited partnerships that are not subject to franchise taxes are required to file a periodic report with this office not more than once every four years. The secretary of state will send a report notice to the registered agent/office address on file when it is time for the entity to file its periodic report.”
Taxes due for foreign or out-of-state LLCs in Texas
Foreign LLCs have to pay the franchise or margin tax. A recent change to Texas law has, “amended Rule 3.586, Margin: Nexus, for franchise tax reports due on or after Jan. 1, 2020. A foreign taxable entity with no physical presence in Texas now has nexus if, during any federal accounting period ending in 2019 or later, it has gross receipts from business done in Texas of $500,000 or more. Additionally, a foreign taxable entity with a Texas use tax permit is presumed to have nexus and is subject to Texas franchise tax.”
If you’ve filed appropriate paperwork but unsure about your status as a foreign LLC on this front, Texas provides an account status lookup tool. Texas also provides a questionnaire that “sets up a franchise tax account for your business based on information provided from the Texas Secretary of State and other sources. The Franchise Tax Accountability Questionnaire allows you to update your entity’s information with us online. This includes providing a mailing address (the Secretary of State has a registered agent address only), as well as establishing the tax responsibility beginning date and determining the first report due date for non-Texas entities.”
If you have more than one registered entity you’re bringing to Texas, that could raise issues. One Texas attorney advises:
For owners of more than one Texas registered entity, it will likely be necessary to include an Affiliate Schedule (Form 05-166). This is an unsettled area. The Comptroller is inclined to take the self-serving view that all real estate ventures with common ownership are “affiliated” for purposes of assessing the margin tax. Investors with multiple, varied interests know this is nonsense.
Getting an LLC registered properly is a necessity in making sure that taxes, fees, and other issues don’t arise as part of the move. As that same attorney warns, “If the company’s right to transact business is lost, then the company’s officers, directors, partners, members or owners may become liable for debts of the entity, including taxes, penalties and interest, which are incurred after the due date of the report and/or payment—a highly undesirable result.”
Federal companies do not have to abide by the same rules on registration, taxes and more
Some enterprising Texas companies tried to take some of these rules and apply them to federal companies like Fannie Mae. Federal entities like that are not registered in nor do they abide by all the same rules as foreign Texas corporations. Texas state courts have, correctly, tossed this argument out the door. If you’re dealing with a federal agency and this topic comes up Bode v. Fed. Nat’l Mortg. Ass’n (Tex. App. 2015) sums up the law:
“[A]ppellants argue that the trial court erred in rendering judgment in favor of Fannie Mae contending that Fannie Mae lacked the capacity to sue in Texas because it is not registered to do business in Texas. To support their argument appellants rely on section 9.051(b) of the Texas Business Organizations Code, which states, “A foreign filing entity or the entity’s legal representative may not maintain an action, suit, or proceeding in a court of this state, . . . on a cause of action that arises out of the transaction of business in this state unless the foreign filing entity is registered in accordance with this chapter. . . .” TEX. BUS. ORGS. CODE ANN. § 9.051(b) (West 2012). In response, Fannie Mae argues, in part, that federal law exempts Fannie Mae from any state business registration requirements. We agree with Fannie Mae. The United States Congress vested Fannie Mae with the authority “to sue and be sued, and to complain and to defend, in any court of competent jurisdiction, State or Federal,” and “to conduct its business without regard to any qualification or similar statute of any State of the United States.”
Federal companies and agencies always have a different set of rules from normal businesses and people.
If you’re moving to Texas and asset protection is important in your move, establishing registration needs should be at the top of the list. The reason being that ensuring stable legal rights at all times is preferred to ensure the LLC structure is maintained. If in part of the move, Texas determines that you owe various taxes or fines, they can seize various forms of property to fulfill that debt and discard the protections of an LLC.
Registration is the first step towards establishing that for a foreign or out-of-state entity. The state of Texas, either through the Comptroller’s office or the Secretary of State, will not give you a legal opinion on your status. It’s best to hire good legal representation in the state of Texas, early on, to ensure all the proper forms are signed and steps followed.
Being a foreign or out-of-state entity in Texas can be a simple part of any asset protection plan. As long as you’re following best practices, getting good legal advice, and paying the appropriate fees and fines. Hopefully, this overview gives you the headstart in achieving those goals.
LEGAL DISCLAIMER: Information in this article is provided free of charge and purely for informational and educational purposes only and is not offered as legal advice. No attorney-client relationship is created by the offering of this article. [WEBSITE NAME] is not a law firm, does not represent clients, and is not representing you or anyone else. Although every effort is made to keep information up-to-date, laws may change. Retaining legal counsel for your individual case and circumstance is advisable before taking any action that has legal consequences. Consult a tax advisor or financial consultant as well, as this is not offered for any tax or financial service or advice
Daniel C. Vaughan is an experienced attorney who has worked on or consulted in numerous lawsuits for Fortune 500 companies and the top law firms in the country. He’s worked on multi-state class action lawsuits, government investigations, and more. He leads teams of attorneys to bring new technology to bear on legal problems to reduce legal spend and find innovative solutions. He received a law degree from Regent University School of Law and a Bachelor of Science from Middle Tennessee State University where he graduated from the University Honors College.