Fiduciary duty, in a general sense, is the obligation someone has to act wisely on behalf of another, or to act solely in the best interest of another. Fiduciary duty is usually required by trustees, advisors, agents, and other professionals to those that they provide services for because of the position of trust and confidence that they are put in. The person possessing the fiduciary duty is referred to as the "fiduciary." In the case of a business, it is the duty some members of the business may have to continually act in the best interest of the business. This includes acting honestly and in good faith and exercising reasonable care and skill while performing tasks on behalf of the business.

Directors and officers owe a fiduciary duty to their corporation, and must exercise extreme care with respect to dealings on behalf of the corporation. They also owe a duty of full disclosure to the corporation. Any transaction involving self-dealing, or dealing between the fiduciary and the corporation, is generally assumed to be unfair. In certain limited circumstances, directors and officers may also owe a fiduciary duty to a corporation's creditor, but this is usually only in the case of insolvency or near insolvency.

In a closely held corporation, a fiduciary duty may exist between co-shareholders, especially by major shareholders. The existence of such a duty is a question of fact dependent upon the unique circumstances of each case. Such a duty is not applied as a matter of law to all shareholders of closely held corporations.

Texas law governing LLCs does not specifically address whether manager or member fiduciary duties exist or expressly define them. Therefore the existence of such a duty may be a question of fact dependent upon the unique circumstances of each case and determined by case law.

The relationships of managers and members to a limited liability company are generally assumed to be fiduciary in nature. Accordingly by comparison to a corporation, the managers in a manager-managed LLC and the members in a member-managed LLC are generally assumed to have fiduciary duty to the company. In the case of a manager-managed LLC, the managers also generally owe a fiduciary duty to the members, much as a corporate director owes a fiduciary duty to the shareholders. In the case of a member-managed LLC, the members likely owe a fiduciary duty to the other members, much as partners in a general partnership owe a fiduciary duty to all other partners.

Texas law allows LLC Company Agreements the right to expand or restrict the duties and liabilities of members, managers, officers, and other persons involved in the LLC, within some limitation. However, any restrictions or exemptions from duty must be conspicuous and expressly defined, or they may be unenforceable.

In a general partnership, each partner owes a fiduciary duty to the other partners. Full disclosure of all facts relating to any partnership dealings is required. This fiduciary duty exists even when winding up partnership affairs, until the winding up is complete.

Because of its position of control over the partnership affairs, the general partner of a limited partnership owes a fiduciary duty to the partnership as well as to the limited partners. When the general partner is a business entity, this duty extends to those people in control of it. Limited partners, on the other hand, do not generally owe fiduciary duties to the partnership or to other partners. An exception may be made if a limited partner exercises management control, either as an agent of the partnership, or because of control in the general partner.

Under Texas statute, a partner owes to the partnership and to all other partners a duty of accounting. This includes a duty to record changes in the financial position of the partnership and allocate for division of profits and/or losses amongst the partners. Either a partner or the partnership may bring action against another partner for breach of the partnership agreement or violation of a lawful duty to the partnership, and as part of this action, the partner or partnership may require an accounting, or detailed financial record, as to the partnership business.

In Texas, a corporation can issue shares which are non voting, so long as the corporation complies with the limitations set out in the Business and Commerce Code.

Nonvoting shares must be set out as a class or series of shares in the Certificate of Formation of the corporation. All shares of the same class or series must be identical, but there can be vast differences in the rights of shares if such class or series of shares within a class are so designated in the articles of incorporation. So if an existing company wants to issue nonvoting shares, and there is not a nonvoting class of shares set out in their articles, they must amend their Certificate of Formation to provide for a class or series of nonvoting shares.

The Certificate of Formation may not limit or deny voting rights that take away the right to vote on the following kind of corporate decisions:

• Merger and consolidation of business
• Sale or other disposition of assets, excluding mortgage or pledge, not in the regular course of business
• Voluntary dissolution
• Revocation of voluntary dissolution proceedings
• Certain amendments to the Certificate of Formation

Federal labor regulations require employers to post certain notices in conspicuous places within a business. The specific posters required vary based on business type, size, industry, and employment practices, among other factors. Federal posters can be downloaded from the Department of Labor's website.

Some of the common required notices are:

1. Occupational Safety and Health Act (OSHA)
2. Equal Employment Opportunity (EEO)
3. Fair Labor Standards Act (FLSA) - Federal Minimum Wage Notice
4. Notice to Workers With Disabilities Paid at Special Minimum Wages
5. The Family and Medical Leave Act (FMLA)
6. Employee Polygraph Protection Notice (EPPA)
7. Uniformed Services Employment and Reemployment Rights Act (USERRA)
8. Notice to All Employees Working on Federal or Federally Financed Construction Projects
9. Notice to Employees Working on Government Contracts
10. Migrant and Seasonal Agricultural Worker Protection Act (MSPA)

1. Texas Unemployment Compensation Act
2. Texas Payday Law
3. Texas Workers Compensation Commission

The Employment Discrimination notice from the Texas Commission on Human Rights is not required, but is recommended. These posters can be obtained or downloaded from the applicable issuing agencies or from the Texas Workforce Commission's website.

Failure to post the required posters can result in civil and criminal penalties.

COBRA, or the Consolidated Omnibus Budget Reconciliation Act, is a federal statute which entitles a departing employee to continue insurance coverage for himself and/or his dependents for a certain period of time after he or she leaves the employment, under certain circumstances. Such circumstances include voluntary or involuntary job loss, reduction in the hours worked, transition between jobs, death, divorce, and other life events. Usually the period during which this is permitted is up to 18 months after the employee leaves the employment.

COBRA generally requires that health plans sponsored by employers with 20 or more employees in the prior year offer employees and their dependents the opportunity for this transitory extension of health coverage. The employer must give a notice of the right to COBRA coverage on termination, and, if desired, the employee should deal directly with the insurance company in purchasing coverage. The insurance company is responsible for determining whether the ex-employee and any dependents are entitled to the coverage and can charge the ex-employee and dependant an increased rate for the same coverage.

The Texas Property Code provides a procedure for an architect or engineer or surveyor to assert a lien on property for which they provide services. In order to assert such a lien the architect, engineer or surveyor must do the following:

1. Prepare a plan or plat under or by virtue of a WRITTEN contract with the owner, or the owner's agent, trustee, or receiver in connection with the actual or proposed design, construction or repair of improvements on real property or the location of boundaries of real property. The plat should contain a legal description of the property, although this is not necessarily required.
2. For NONRESIDENTIAL property, the contractor must FILE AN AFFIDAVIT with the county clerk of the county in which the property is located not later than the 15th day of the FOURTH calendar month after the day on which the indebtedness accrues. Indebtedness to an original contractor accrues on the last day of the month in which a written declaration by the original contractor or the owner is received by the other party to the original contract stating that the original contract has been terminated; OR on the last day of the month in which the original contract has been completed, finally settled, or abandoned. Other rules apply to a subcontractor, or one providing specially fabricated material.
3. For a lien on a RESIDENTIAL construction project, the contractor must file an affidavit with the county clerk of the county on which the prop is located not later than the 15th day of the THIRD calendar month after the day on which the indebtedness accrues. The same rules apply as to the accrual of indebtedness as above.
4. The Affidavit must be sworn before a notary and must meet all content requirements set out in the Property Code.
5. A copy of the affidavit must be sent by registered or certified mail to the owner or reputed owner at the owner's last known address not later than the fifth day after the date the affidavit is filed with the county clerk. If the architect, engineer, or surveyor is not the original contractor, a copy of the affidavit must also be sent to the original contractor at the contractor's last known business or residence address.
6. If the lien claim arises from a debt incurred by a subcontractor, the subcontractor must give additional written notice of the unpaid balance to the original contractor and to the owner or reputed owner at specified time periods. This notice must meet all content requirements as set out in the property code. If the lien claim arises from a debt incurred by the original contractor, similar notice must be given to the owner or reputed owner. Under certain circumstances, a notice for contractual retainage claim may be used instead of or in addition to this notice.
7. If notice for retainage claim is not given, a claimant who specially fabricates material must give additional notice to the owner or reputed owner, and to the original contractor if the claimant is not the original contractor.