The decision is already made. The promises stopped arriving, and the next email you write starts with “what do you need from me?” The usual answer — send the invoices — is how a file opens half-built.
An agency working from invoices makes phone calls. An agency working from a complete file makes an argument on the first call.
Send the packet that proves three things: that an agreement existed, that you performed, and that the balance is exactly what you say it is — all of it against the debtor’s exact legal entity name rather than the name printed on the invoice.
Whether the account is ripe is a separate decision. This is the packet.
The short list
Eight items.
- The invoices and a statement of account
- The contract, purchase order, or signed quote
- Proof of delivery or acceptance
- Any written dispute, however informal
- The payment history, with the date of the last payment
- The credit application and any personal guaranty
- The debtor’s exact legal entity name and file number
- Prior demand letters and any prior placement history
The invoices and the statement of account
Send every invoice in the balance, not a summary. Each should carry its date, its terms, and its itemization, and the statement should reconcile to the total you are placing — credits, returns, and write-offs included.
The reason sits in Texas procedure. Tex. R. Civ. P. 185 applies to an action founded on an open account or other claim for goods, wares and merchandise, including a liquidated money demand founded on business dealings between the parties, on which a systematic record has been kept. Where that record exists and is supported by the affidavit the rule describes, the claim is taken as prima facie evidence unless the party resisting files a written denial under oath. How a suit on sworn account works is worth reading before you decide your records qualify.
Note what that affidavit says: that the claim is, within the knowledge of the affiant, just and true, that it is due, and that all just and lawful offsets, payments and credits have been allowed. Someone will eventually swear to that sentence about your numbers.
The contract, purchase order, or signed quote
Send the agreement and its terms of sale, front and back, in the version in force when the order was placed.
For goods, this document can decide the case. Tex. Bus. & Com. Code § 2.201(a) makes a contract for the sale of goods for the price of $500 or more unenforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. The subsection has exceptions, including the merchant confirmation rule in § 2.201(b), but a signed purchase order answers what an invoice alone leaves open.
If nothing was signed, say so and send the order emails, the approval text, and the prior invoices this customer paid on the same terms without objection. Unsigned is a complication, not a dead end.
Proof of delivery or acceptance
Delivery tickets. Signed bills of lading. Field tickets with a signature and a date. Timesheets, sign-off emails, punch lists. Send the signatures, including the illegible ones, and say who signed if you know.
Chase this one down first. Tex. Bus. & Com. Code § 2.606(a) provides that acceptance of goods occurs when the buyer, after a reasonable opportunity to inspect, signifies that the goods are conforming, or fails to make an effective rejection. Section 2.602(a) requires rejection within a reasonable time after delivery or tender and makes it ineffective unless the buyer seasonably notifies the seller. And § 2.607(a) is one sentence: the buyer must pay at the contract rate for any goods accepted.
A signed delivery ticket turns a quality argument into a timing argument, and the timing is on the record.
Any written dispute the customer raised
Send it. Even the half-sentence in a text message. Even the complaint your salesperson handled by phone and noted in the CRM.
The instinct is to leave it out. It is the wrong instinct. A dispute you disclose gets answered in the first written demand, with your delivery record attached. A dispute the agency hears first from the debtor costs a new voice on the file its one advantage.
The law tends to run your way here. Under § 2.607(c)(1), a buyer who has accepted goods must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy, and under § 2.607(d) the burden is on the buyer to establish any breach as to accepted goods.
The payment history, and the date of the last payment
Send the whole ledger: every payment, every partial, every credit memo, every returned check, with dates. Then call out the date of the last payment separately — after the balance, the most consequential number on the placement form.
Two reasons. The first is the affidavit language above — payments and credits have to be accounted for, and a partial payment nobody knew about becomes the debtor’s talking point. The second is the clock. Tex. Civ. Prac. & Rem. Code § 16.004(a)(3) sets four years for suit on a debt, and § 16.004(c) applies four years to an action on an open or stated account, accruing on the day that the dealings in which the parties were interested together cease. Whether a given payment moves that date is a question for counsel.
A partial payment does not reliably reset limitations by itself. Section 16.065 provides that an acknowledgment of the justness of a claim that appears to be barred by limitations, made after the time the claim is due, is not admissible to defeat the law of limitations unless it is in writing and signed by the party to be charged. So send the check image and the remittance email, not just the amount — a memo line is a different document from a bare payment. If your customer sits outside Texas, limitations periods vary by state; the Texas periods are collected here.
The credit application and any personal guaranty
Dig out the credit application. It usually carries the entity name as the customer wrote it, the officers’ names and titles, trade and bank references, and the terms they agreed to in writing. Those references and addresses are where locating a business and the people behind it starts when the phone stops working.
If there is a guaranty, send the signature page and say who signed and in what capacity. Tex. Bus. & Com. Code § 26.01(a) makes a promise described in subsection (b) unenforceable unless it is in writing and signed by the person to be charged or someone lawfully authorized to sign for him, and § 26.01(b)(2) covers a promise by one person to answer for the debt, default, or miscarriage of another person. An owner’s verbal assurance that he would “take care of it personally” is not that.
Send prior demand letters too, with their dates. If another agency worked the file, that correspondence and call history belong in the second placement packet, and a signed guaranty changes how a large-balance commercial account is worked from day one.
The exact legal entity name, not the trade name
This item decides whether the rest of the packet mattered.
The name on your invoice is frequently a trade name, and a trade name is not an entity. Under Tex. Bus. & Com. Code § 71.002(2)(F) a corporation’s assumed name is a name other than the one stated in its certificate of formation or a comparable document, and § 71.002(2)(H) says the same of a limited liability company. The name on the sign may be a d/b/a of an LLC named something else, a sole proprietorship, or nothing at all. Aim a demand — or worse, a filing — at the wrong name, and you spend the one thing that cannot be replaced, which is the deadline.
The check is free: the Texas Comptroller runs a public Franchise Tax Account Status search at comptroller.texas.gov/taxes/franchise/account-status/search. Search by the 11-digit Comptroller taxpayer number, the 9-digit federal EIN, the entity name, or the Secretary of State file number. Then send what it returns: the exact legal name, the number you searched on, and the registered agent and office address if shown.
Note the status the Comptroller reports for the entity’s right to transact business in Texas. Forfeiture is not a dead end. Tex. Tax Code § 171.252(1) provides that a corporation whose corporate privileges are forfeited is denied the right to sue or defend in a court of this state, and § 171.255(a) makes each director or officer liable for each debt of the corporation created or incurred in this state after the date on which the report, tax, or penalty is due and before the corporate privileges are revived — subject to the defenses § 171.255(c) gives a director. Those people have names: the public information report described by § 171.203(a)(3) must state the name, title, and mailing address of each officer or director. What forfeiture means from the creditor’s side is a conversation for counsel, against the dates on your invoices.
Check your own name too. Section 71.201 provides that a person who has not complied with the chapter may not maintain an action arising out of a contract in which an assumed name was used until the required certificate is filed, though the failure does not impair the contract. If you invoiced under a d/b/a, confirm the certificate is on file.
One thing not to do
Do not tidy the file. Do not send a balance with interest or fees you cannot point to in a signed document, and do not drop a credit memo because it complicates the number. Separate principal from interest and late fees, and show the provision that creates them.
Your records end up in front of the debtor either way. Tex. R. Civ. P. 193.7 provides that a party’s production of a document in response to written discovery authenticates it for use against that party in any pretrial proceeding or at trial, unless that party objects to its authenticity, on a good faith factual and legal basis, within ten days of actual notice that it will be used, or within a longer or shorter time the court orders. The ledger you send is the ledger you live with. Keep dated copies of your demands for the same reason: under Tex. Civ. Prac. & Rem. Code § 38.002, recovering attorney’s fees under that chapter requires an attorney, presentment of the claim to the opposing party, and that payment of the just amount owed not have been tendered before the expiration of the 30th day after presentment — how presentment works is the detail version.
After you place it
Process, in order. You get an acknowledgement that the file is open and the name of the person working it. Then the work: written demand, contact with the people who decide, locating the business and its principals, and negotiation. Where an account warrants escalation and you authorize it, the file goes through a network of licensed collection attorneys to one in the debtor’s jurisdiction — ASA is a collection agency, not a law firm, and it does not file suit, file liens, or give legal advice. Anything collected is remitted under the agreement you signed, and the fee is agreed before you place anything.
Assemble it in one pass. Commercial bad debt recovery and B2B collection are where a file like this goes, legal escalation is where some end up, and you can send what you have or ask what is missing first.
General information for commercial creditors, not legal advice. Laws and deadlines change and depend on the facts — confirm specifics with qualified counsel.