Austin SaaS and MSP Companies: 9 Restructuring Moves When Your ARR Is the Collateral

The Instrument Your Funder Bought Decides Everything That Follows

Every workout conversation about a subscription business starts in the wrong place, which is the size of the daily payment. It should start with the two or three sentences on page one of the funding agreement that say what the funder purchased, because those sentences decide which half of Article 9 governs every fight that comes after. A card-split advance against a restaurant’s Visa settlements and a revenue advance against your monthly recurring revenue can carry the same factor rate, the same reconciliation clause, and a nearly identical financing statement. They still produce different answers to the three questions that price a settlement: who can be told to pay whom, what the funder can actually take, and whether the no-assignment clause your largest customer insisted on is ineffective or fully alive. Austin is full of software companies and managed service providers that signed the second kind of paper while believing they had signed the first.

Start with what this page will not do for you. The classification argument below is real, counsel in the Delancey Street network uses it, and it moves the price of a settlement, but it does not make an advance disappear, and any page telling a founder that a drafting defect erases a balance is selling an outcome nobody controls. What the classification does is shrink the set of things your funder can lawfully carry out, and a funder that has been shown in writing that its favorite threat is unavailable against this particular collateral prices the file differently than one that has not been shown anything at all.

Nine items follow, ordered so the first three can be worked tonight with documents already on your laptop, and every statute in them was pulled from primary text rather than from somebody’s summary. Six are uniform Article 9 and federal law that would read the same in Denver or Raleigh. Two are Texas rules that took effect within the last twelve months and are new enough that no appellate court has construed them, and the last is the reason so many Texas guaranty files settle for a fraction of what the guaranty says. Where the courts have split, or where no court in this circuit has answered the question at all, the item says so rather than flattening it into a certainty you could rely on and then lose on.

1. Nobody in the File Has Decided What the Funder Bought

Your customer’s obligation to pay next month’s subscription fee is, on the face of U.C.C. §9-102(a)(2), an account: a right to payment of a monetary obligation, whether or not earned by performance, for services rendered or to be rendered. The phrase whether or not earned by performance is what turns contracted but unbilled MRR into a present asset rather than a projection, and it is the reason a receivables desk will underwrite a signed thirty-six month enterprise agreement that has not invoiced a dollar yet. What your funder wrote into its own paperwork, though, is almost never that narrow, because the operative sentence usually purchases a percentage of all future receipts, revenues and proceeds. Once the language drifts off identified customer receivables it starts to describe a payment intangible under §9-102(a)(61), which is a general intangible whose account debtor owes principally money.

Article 9 covers both, which is exactly why the filing sitting on the Secretary of State index proves nothing about which one you signed. Section 9-109(a)(3) applies the article to a sale of accounts, chattel paper, payment intangibles, or promissory notes, §9-102(a)(73)(D) makes the buyer of those assets a secured party, and §9-102(a)(28)(B) makes the seller a debtor. A UCC-1 therefore appears on the index whether the deal was a loan, a true sale, or something a court would later recharacterize. A funder writes the sale recital because a sale is not a loan and a transaction that is not a loan is harder to attack on rate, and it writes future receipts rather than named customers because it wants the collateral to refresh every time one of your accounts renews. Both drafting choices were made for the funder, and the second one is what hands you the argument in item 2.

The work here is unglamorous and it takes about forty minutes. Put the funding agreement, any separate security agreement, and a current UCC-1 with its full collateral description next to each other, and read all three for one question: does the paper identify receivables owed by named customers, or does it buy an undifferentiated slice of whatever comes in. Where the financing statement sweeps all accounts, general intangibles and proceeds while the purchase language speaks only of future receipts, you have a gap worth measuring. Attachment runs off the authenticated security agreement under §9-203 rather than off the filing, and a broad filing standing over a narrow grant is one of the more common defects in this product.

This is not a definitional exercise. The answer decides three separate things further down this page: whether a notice can compel your customers to pay the funder instead of you, whether the funder can reach money still sitting at your payment processor, and whether an anti-assignment clause in a signed master services agreement is wiped out or left standing. Two funders in the same stack can hold genuinely different answers to those questions against the same revenue, which is why a stacked file gets sorted by instrument before anyone picks up a phone, rather than worked in whatever sequence the collectors happen to call in.

2. Whether Your Customers Have to Obey a Redirection Notice

The mechanism a funder reaches for when payments slip is the notification under U.C.C. §9-406(a), and that subsection reads more plainly than most of Article 9 does. An account debtor may discharge its obligation by paying the assignor until, but not after, it receives a notification, authenticated by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. Once that notice lands on a customer that owes you an account, paying you no longer discharges the customer, which is why the letter works: it does not threaten your customer, it simply makes paying you the wrong answer. Subsection (c) gives the customer one defense worth knowing, because an assignee that has been asked in writing for reasonable proof of the assignment must seasonably furnish it, and until it does the customer may still discharge by paying you.

Now the part that separates a subscription file from a freight or staffing file. Subsection (d) makes a term in an agreement between an account debtor and an assignor ineffective to the extent it prohibits, restricts, or requires consent to the assignment of an account, chattel paper, payment intangible or promissory note. It reaches just as far into a term providing that the assignment gives rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy. That subsection is what normally kills the no-assignment clause your enterprise customer negotiated. Then §9-406(e) says, in one sentence, that subsection (d) does not apply to the sale of a payment intangible or promissory note, so a funder whose own recital insists it bought payment intangibles has written itself out of the override that its notice depends on.

Section 9-408 is the companion provision and it runs the same direction. Subsection (a) makes a restriction in a general intangible ineffective to the extent it would impair the creation, attachment or perfection of a security interest, and subsection (b) applies that rule to a payment intangible only where the interest arises out of a sale. What subsection (d) then gives back to your customer is nearly everything. The security interest is not enforceable against the account debtor, imposes no duty on it, and does not require it to pay or render performance to the secured party. Under (d)(5) it does not entitle the secured party to use, possess or have access to any trade secrets or confidential information of the account debtor. For a company whose contracts are stuffed with confidentiality obligations, that last clause is the difference between a funder standing in your shoes and a funder holding a filing.

A Texas rule adopted this summer sits on top of all of this. Under 7 TAC §86.312(b)(12), adopted by the Finance Commission of Texas effective July 9, 2026, it is an unfair, deceptive or abusive act for a provider to instruct a recipient or a recipient’s customer to redirect payment amounts to the provider. The amounts covered are those previously scheduled to be paid to another person, and the rule names a creditor or factor as the example. The instruction is permitted only where that person consented or the debt was validly assigned. If a second-position funder is telling your customers to redirect payments that were already routed to a first-position funder or a factoring line, that instruction is squarely inside the rule, and it belongs in a complaint to the Office of Consumer Credit Commissioner and in the settlement conversation on the same afternoon.

3. Your Processor Sits Ahead of the Funder Without Filing Anything

The money in your Stripe balance is not a bank account and treating it as one costs owners real leverage. A deposit account under §9-102(a)(29) is a demand, time, savings, passbook or similar account maintained with a bank, and a processor is not a bank, so the control-based perfection route a funder would use against your operating account does not reach the balance sitting at the processor. What that balance actually is, in Article 9 terms, is the processor’s obligation to pay you money, which makes the processor an account debtor under §9-102(a)(3) and makes the payout right a general intangible whose principal obligation is monetary. Everything in item 2 about payment intangibles therefore applies to it, and it applies before any question about your customers comes up.

The processor agreement is where the real priority contest was already decided, and it was decided before your funder existed. Reading the Stripe Services Agreement at stripe.com/legal/ssa on August 3, 2026, with the General Terms marked last modified November 18, 2025, section 7.2(c) permits Stripe to deduct, recoup or setoff amounts owed to it. The sources it may take them from include a Reserve of any User Entity, funds payable by a Stripe Entity to a User Entity, the Stripe Account balance, and each User Bank Account. Reserve is defined in section 12 as collateral funds which Stripe holds and controls to satisfy any liabilities or potential liabilities User incurs under this Agreement. That is a contractual claim over money that has not been paid to you yet, held by the party that owes it, which is a stronger practical position than a perfected lien on money the debtor already has.

Then read section 7.4(b), which is the clause almost no founder has seen: User must not grant or assign to any third party any lien on or interest in funds that may be owed to User related to this Agreement until the funds are deposited into a User Bank Account. That clause accomplishes less than it looks like it does, because §9-408(a) makes exactly that kind of restriction ineffective to the extent it would impair the creation, attachment or perfection of a security interest, so the funder’s lien is not void. What §9-408(d)(1) and (d)(3) then do is strip the lien of the only thing the funder wanted from it, since the interest is not enforceable against the processor and does not require the processor to pay the secured party. Section 9-406(b)(2) points the same way, making a notification ineffective to the extent an agreement between an account debtor and a seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller.

The operating consequence is that the only cash you can credibly commit in a settlement is cash that has already cleared into your bank account, and a schedule built on gross processor volume will break in the first month a chargeback wave or a risk review lands. Processors reprice merchants that show distress signals, and a rising dispute rate or a sudden change in payout destination is a signal. Take advice before you change anything about how revenue is routed, because moving processors, adding a second gateway, or redirecting payouts to a different bank is a legal act with consequences under both the processor agreement and your funding agreement. It is also the fastest way to convert a negotiable file into a breach.

4. The Annual Prepayment That Makes a Dying Company Look Funded

Take a company at $2,400,000 of ARR where roughly 45 percent of contract value bills annually in advance and most of those renewals land in January. For eleven months of the year the operating account sees something close to $110,000 of new cash, and in January it sees close to $1,000,000, which is the month a funder is most likely to be looking at when it sizes an advance. A desk that averages the last four months of deposits is working from roughly $335,000 a month, and a remittance priced at 12 percent of collections comes out near $40,000 a month, which is 36 percent of your actual recurring cash once the renewal month is behind you. Nothing about that calculation was dishonest on either side, and it still produces a payment your company cannot carry past March.

Understanding why the desk does it that way is worth more than being angry about it. A funder underwrites bank deposits because deposits are verifiable in an afternoon and management accounts are not, and deferred revenue is an accrual concept that never appears on a bank statement at all. The liability you carry for eleven months of undelivered service is invisible to the only document the underwriter trusts, so the product systematically overprices companies whose billing is front-loaded and underprices companies that bill flat monthly. If your renewal calendar is concentrated, you are the company this product misprices, and you will feel it in the second quarter rather than in the first.

The trap on your side of the table is worse than a payment you cannot make. Cash collected in January against a year of service is money you owe as performance, so spending it on a settlement means funding that settlement with revenue you have not earned. If delivery then degrades you have manufactured a second class of angry claimants with refund rights and, depending on the contract, termination rights that take the renewal with them. Distributions to owners out of prepaid cash while a company is insolvent are the fact pattern voidable transfer law was written for, and describing the risk is not the same as telling you what to do about it, which is a question for counsel with your actual numbers in front of them.

What changes the conversation is a document most owners do not bring. Build a thirteen week cash forecast that separates collected and earned from collected and unearned, attach a deferred revenue schedule showing the release by month, and put both in front of the funder with the settlement proposal. A receivables desk looking at a bank balance sees capacity. The same desk looking at a deferred revenue schedule sees that the balance is somebody else’s service, and a proposal that concedes the number before the funder finds it lands differently than one that waits to be caught.

5. Churn Is the Covenant Nobody Wrote Into the Agreement

A restructuring plan for a subscription business is a promise to pay out of revenue that has not been earned yet, and the only honest way to build one is to model what leaves rather than what renews. At $2,400,000 of ARR with 2 percent monthly logo churn and no new bookings, twelve months takes you to about $1,880,000, which most owners can absorb. Model the same year at 4 percent, which is the kind of step change a visible distress event can produce where the switching cost is one a customer can stomach, and the twelve months take you to roughly $1,470,000. The gap between those two numbers is over $400,000 of annual capacity, and it is larger than most of the settlements this page is about.

The mechanism that produces the second number is procurement rather than rumor. Enterprise customers re-run vendor risk at renewal, and a UCC search is a standard step in that review for anything touching customer data. A stack of financing statements naming a funder as secured party against all accounts and general intangibles reads to a procurement analyst exactly the way it reads to you. A filed lawsuit is public, a judgment is more public, and the same engineers who would have fixed the escalation are updating their own resumes by then, which degrades support quality at the precise moment your renewal conversations need it to be excellent. Distress is self-reinforcing in this industry in a way it simply is not in trucking or construction.

From the funder’s side, the ARR projection in your proposal is the least credible document in the package, and you should assume it will be discounted before it is read. What a desk will credit is cohort data: contracted revenue by expiration date, net revenue retention by cohort for the trailing eight quarters, and the renewal dates of your five largest logos with the notice periods that govern them. That package converts an argument about the future into an argument about documents, which is the only argument a receivables desk is equipped to have, and it is the reason two companies with identical balances get different answers on the same day.

Structure the schedule against the floor rather than the forecast. Back-loaded settlements get proposed far more often than they get accepted, because a funder pricing your file knows the same thing you do about what happens to a distressed vendor’s renewal rate. Most settlement agreements in this product also carry a reinstatement clause that revives the full pre-settlement balance on a missed payment. Read the default and reinstatement language in the draft before you sign it, count how many days of cure you get, and confirm whether cure is available once or every time, because a settlement you default into is worse than the position you started from.

6. A Lien on Your Code Is Only Good in the Right Office

Article 9 treats your codebase as a general intangible under §9-102(a)(42), which expressly includes software, and §9-102(a)(76) defines software as a computer program and any supporting information provided in connection with a transaction relating to the program. That would be the end of it except for §9-109(c)(1), which steps Article 9 aside where a statute, regulation or treaty of the United States preempts it. Copyright is where that step-back has teeth. In National Peregrine, Inc. v. Capitol Federal Savings & Loan Association (In re Peregrine Entertainment, Ltd.), 116 B.R. 194 (C.D. Cal. 1990), the court held that the Copyright Act displaces state filing for copyrights that have been registered. The Ninth Circuit later put it plainly in Aerocon Engineering, Inc. v. Silicon Valley Bank (In re World Auxiliary Power Co.), 303 F.3d 1120 (9th Cir. 2002): for registered copyrights, the only proper place to file is the Copyright Office.

The same opinion refused to extend that rule an inch further, and its reasoning is about companies like yours. World Auxiliary framed the question as whether federal or state law governs priority of security interests in unregistered copyrights and answered that the California U.C.C. had not stepped back and federal law had not preempted it, so a bank that filed a financing statement held a perfected interest in unregistered copyrights. The court observed that liens in after-acquired software must attach the moment the software is created, that creditors would not tolerate a gap between creation and registration, and that requiring registration first would leave a software company mailing pointless forms to the Copyright Office in the last half hour of every workday. Nearly every line of code your team shipped this quarter is unregistered, so for most Austin software companies the state filing is the one that counts.

Patents and trademarks run the other way, and knowing the difference keeps you from overpaying for a defect that is not there. In In re Cybernetic Services, Inc., 252 F.3d 1039 (9th Cir. 2001), the court asked whether 35 U.S.C. §261 or Article 9 requires the holder of a security interest in a patent to record with the Patent and Trademark Office to perfect against a subsequent lien creditor. It answered no, reasoning that a security interest not involving a transfer of ownership is a mere license rather than an assignment, grant or conveyance within the meaning of §261. Section 261 still voids an unrecorded assignment against a subsequent purchaser or mortgagee for valuable consideration without notice unless recorded within three months, and 15 U.S.C. §1060(a)(4) imposes the same three month rule on trademark assignments. An outright transfer of a mark or a patent in a workout is therefore a Patent and Trademark Office filing whether or not the security interest was.

Two limits belong on this item and both cut against overreading it. Peregrine is a California district court decision and World Auxiliary is Ninth Circuit authority, and we could not locate a Fifth Circuit opinion that even mentions Peregrine Entertainment, so a Texas file argues this on persuasive authority in either direction and should be presented that way rather than as settled. The second limit matters more commercially: a funder that took a UCC-1 and never recorded against your registered copyrights has a collateral problem, not a payment excuse, and the value of finding it is that a secured creditor discovering it is partly unsecured revalues the file. Run a Copyright Office search on your own registrations and a Texas UCC search on your entity name before you make an offer, so the number you propose already reflects what the funder is about to learn. The same search is what you will need again at the end, when the settlement has closed and the filings have to come off the index.

7. The Escrow Releases the Code and Does Not Release You

Source code escrow is a private three-party contract among you, a licensee, and an agent, and no statute creates it or governs when it fires. The release conditions are whatever the three of you wrote, and in practice they cluster around a short list: a bankruptcy filing, an assignment for the benefit of creditors, ceasing to do business, and a failure to provide contracted support for a stated number of days. A meaningful minority of agreements go further and carry an insolvency or material adverse change trigger broad enough that a creditor lawsuit could arguably satisfy it. That last category is why this item sits before the Texas items rather than after them, because the sequence of a funder filing suit and an escrow releasing to your three largest customers is not hypothetical for a company that already missed two remittances.

Bankruptcy is where the escrow stops being purely contractual. Under 11 U.S.C. §365(n)(1)(B), a licensee whose license is rejected may elect to retain its rights under the contract and any agreement supplementary to it for the duration of the contract. Section 365(n)(3) then requires the trustee not to interfere with those rights, including any right to obtain the intellectual property or an embodiment of it from another entity. The other entity in that sentence is the escrow agent, and the supplementary agreement is the escrow agreement, which is how a customer keeps the code even though the estate would rather monetize it. Section 101(35A) defines intellectual property to include a trade secret and a work of authorship protected under title 17, and it conspicuously omits trademarks, so a rejected license of your brand does not get the same protection your code does.

From your funder’s side of the table this is the most underrated document in the file, and most funders never ask for it. A secured party whose collateral is a codebase has to price the possibility that its collateral is already sitting with an agent under instructions to hand copies to your largest customers on an event the funder itself can trigger by suing you. Counsel who put that in front of a receivables desk in writing are not making a legal argument so much as an economic one, since the value of foreclosing on software your customers already hold and can maintain is a fraction of the value of software only you can run.

The instruction is to know the triggers before anyone files anything. Pull every escrow agreement and every master services agreement release provision, list which of your top ten logos can obtain the code on which event, and note which contracts carry a notice obligation on insolvency or material litigation. Concealing a filing from a customer that you contracted to notify is worse than the disclosure, because the breach is yours and it survives the restructuring, and any decision about timing or wording of that notice belongs with counsel rather than with a page on the internet.

8. The Daily Debit Has to Stand on a Lien You Can Verify

Texas added a rule in 2025 that a good many funders operating here have still not adjusted for. Section 398.056 of the Finance Code, from H.B. 700 of the 89th Legislature and effective September 1, 2025, provides that a provider or commercial sales-based financing broker may not establish a mechanism for automatically debiting a recipient’s deposit account. The condition attached to that prohibition is that the provider or broker hold a validly perfected security interest in the recipient’s account under Chapter 9, Business & Commerce Code, with a first priority against the claims of all other persons. That condition was ambiguous on its face, because Article 9 defines account to exclude deposit accounts at Tex. Bus. & Com. Code §9.102(a)(2), which left open what interest the funder actually had to hold.

The Finance Commission of Texas closed the gap by rule. Under 7 TAC §86.313(c), filed with the Secretary of State on June 19, 2026 and effective July 9, 2026 as TRD-202602507, a provider or broker must hold a validly perfected, first-priority security interest in all accounts receivable of the recipient in order to automatically debit a deposit account. Subsection (d) adds that Chapter 9 governs that perfection, that a UCC-1 is generally required under §9.310(a), and that priority generally runs by time of filing or perfection under §9.322(a)(1). Two more subsections matter to a stacked file. Subsection (b) treats delivery of more than one prewritten check in advance as itself a mechanism for automatically debiting, and subsection (e) bars a provider from accepting payment of a violating debit or directing a third party to complete one.

Run that against your own stack and the arithmetic is immediate: only one funder can be first in time on your accounts receivable, so every position filed after the first one is debiting your account without the predicate the statute requires. The remedy, though, is much narrower than the defect. Section 398.102 states plainly that the chapter does not create a private right of action, so this is not a lawsuit you file. It is a complaint to the Office of Consumer Credit Commissioner, which administers the chapter under §398.005(a), backed by a $10,000 per violation civil penalty at §398.101 and a $1,000 per day penalty capped at $10,000 per violation under 7 TAC §86.321(c). It is also a fact you put in front of the funder before you make an offer, because a desk that has to explain a debit program to a regulator values a quiet resolution more than one that does not.

Two neighboring sections are worth pulling at the same time. Section 398.055 provides that a commercial sales-based financing contract containing a confession of judgment provision or any similar provision is void and unenforceable, and the subject of that sentence is the contract rather than the clause. Section 398.004 provides that a sales-based financing transaction is not a form of an account purchase transaction for purposes of Section 306.103, regardless of the principal amount of the advance, which strips this product of the safe harbor that otherwise conclusively characterizes an account purchase as something other than a loan. Chapter 398 is prospective, so paper signed before September 1, 2025 gets none of it, and no Texas appellate court has construed §398.004, §398.055 or §398.056, which means every argument here is argument on fresh text rather than on settled law. If you are working through a default on a Texas advance right now, that dating question is the first thing to settle.

9. What an Austin Guarantor Still Owns After the Company Stops

Almost every advance in this product carries a personal guaranty, and Texas answers the guaranty question differently than most states do. Tex. Prop. Code §41.001(a) exempts a homestead from seizure for the claims of creditors except for encumbrances properly fixed on the property. Subsection (b) then lists the only encumbrances that qualify: purchase money, taxes on the property, and work and material used in constructing improvements if contracted for in writing under §53.254. The list continues with an owelty of partition, the refinance of an existing lien including a federal tax lien, an extension of credit meeting article XVI §50(a)(6) of the Texas Constitution, and a qualifying reverse mortgage. A judgment on a commercial guaranty appears nowhere on that list, and there is no mechanism by which it gets added later.

The acreage is the part people underestimate. Section 41.002(a) allows an urban homestead of not more than ten acres in one or more contiguous lots with the improvements on them, and §41.002(b) allows two hundred acres for a family or one hundred for a single adult in the rural case. A homestead counts as urban under §41.002(c) if it sits within a municipality or its extraterritorial jurisdiction or a platted subdivision and is served by police protection, fire protection and at least three of electric, natural gas, sewer, storm sewer and water, which describes essentially every house inside Travis and Williamson counties. Section 41.001(c) then protects the proceeds of a homestead sale from seizure for six months after the sale, which is the window that lets a family move without a judgment creditor intercepting the equity in transit.

A funder’s collections desk knows all of this before you tell it, and that knowledge is the reason Texas guaranty files settle at numbers that surprise owners in other states. What the desk is actually pricing is the non-exempt column, and that column is not empty. Tex. Prop. Code §42.001 caps exempt personal property at $100,000 of aggregate fair market value for a family and $50,000 for a single adult who is not a family member, both exclusive of liens and security interests, and those figures are not indexed to inflation. Equity in a second property, a brokerage account, a vested interest in another company, and receivables owed to you personally all sit outside the homestead and are reachable on a judgment.

The federal limit is the one that catches people who read the state rule and act on it. Under 11 U.S.C. §522(p), a debtor may not exempt more than $214,000 of interest in a homestead acquired during the 1,215 days before the petition, a figure effective April 1, 2025 with the next triennial adjustment due April 1, 2028. Section 522(o) separately reduces the exemption by value added within ten years with intent to hinder, delay or defraud a creditor. Moving cash into a homestead after a funder has started calling is the exact fact pattern both provisions were written to catch, and the Texas voidable transactions chapter runs alongside them. Describe the plan to a lawyer before you execute any part of it, because the version of this that works was done years earlier for ordinary reasons and the version that fails was done last month. If a suit on the guaranty has already been served, that is a question for counsel who defend these cases in Travis County rather than for a settlement spreadsheet.

The Sales Tax on Your Subscriptions Is Tried in Travis County

Texas is one of the few states that reaches subscription software through its sales tax, and the route it takes is worth understanding before a restructuring, because the resulting liability does not behave like trade debt. Tex. Tax Code §151.0101(a)(12) lists data processing services among taxable services, and §151.0035(a) defines a data processing service to include word processing, data entry, data retrieval, data search, information compilation, payroll and business accounting data production, and other computerized data and information storage or manipulation. Section 151.351 then exempts 20 percent of the value of information services and data processing services, so 80 percent of the charge sits in the base at the §151.051(b) state rate of 6.25 percent before any local rate is added.

Whether a particular product is a data processing service is a Comptroller question rather than a statutory one, worked out in the agency rule at 34 TAC §3.330, which was amended in 2025. We could not reach the current rule text on any host that serves it to an automated request, so this page is not going to characterize your specific product for you, and the classification of a hybrid offering that mixes hosted software with professional services is worth an opinion from a Texas sales tax adviser rather than a guess. What is worth stating flatly is that this is the one liability in the stack a founder cannot leave behind with the entity, and the reason sits in the next paragraph.

The reason this belongs on a restructuring page is Tex. Tax Code §111.016. Subsection (a) makes any person who receives or collects a tax hold that amount in trust for the benefit of the state, and subsection (b) makes an individual who controls or supervises the collection, or the accounting for and paying over, and who wilfully fails to pay, personally liable as a responsible individual, adding that the dissolution of a corporation, association, limited liability company or partnership does not affect that liability. Subsection (b-1) stays the limitations period for assessing the individual until the first anniversary of the date the entity liability becomes final or the bankruptcy proceeding is closed or dismissed, so filing lengthens rather than shortens the personal exposure. Subsection (c) gives the district courts of Travis County exclusive original jurisdiction, which for an Austin founder means the case is tried where you live.

Who Should You Call? Our Top-Rated Business Debt Firms

One firm on this list works the entire lifecycle of a business debt file, from stopping the daily debits through attorney-led negotiation, UCC lien removal, and a signed release. The other two cover broader debt categories that often sit alongside the advances. Choose accordingly.