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Our firm offers a comprehensive range of legal services tailored for individuals and small to medium-sized businesses. These services encompass assistance for start-up businesses in selecting the right corporate structure, crafting operational documents, formulating employment policies, addressing general corporate matters, and more.
The best time to start working with a business attorney is at the very beginning. Engaging with a lawyer early can prevent countless pitfalls and significantly reduce costs in the long run. When it comes to your business, addressing issues before they ever come up is much more cost-effective than remedying problems after they arise.
Initially, I seek to understand the client's primary motivation: "Is this business a part-time endeavor or a potential career shift?" Following this, we explore areas such as potential partnerships, financing methods, and both short-term and long-term business objectives. These initial discussions shape the foundational steps to ensure the business is positioned for success.
Businesses can generally operate as an unincorporated sole proprietorship (though this is not advised), a corporation, a limited liability company (LLC), or a partnership.
Most clients opt to begin as an LLC or a corporation. Each structure has its unique advantages and drawbacks, which we thoroughly discuss. Factors like anticipated hiring, real estate holdings, interstate commerce, and the nature of the product or service significantly influence the best choice of entity.
The essential steps encompass:
The foremost action is to seek proficient legal guidance and ensure the establishment of an appropriate legal entity to safeguard your intellectual property. Protecting intellectual property is paramount as it often encapsulates the core value and uniqueness of the startup.
Every startup, depending on its structure, should have an Operating Agreement (for limited liability companies), a Shareholder Agreement (for corporations), or a Partnership Agreement (for partnerships). These agreements, even for entities with only one member or partner, define the operational “rules of engagement.”
For entities with multiple participants, it's important from the beginning to settle on elements like management structures, voting procedures, financing strategies, policies for admitting additional members or shareholders, transfer of interests, and protocols during dissolution. Furthermore, startups should prioritize Non-Disclosure Agreements, Employment and Independent Contractor Agreements, leases, and loan agreements wherever necessary.
A recurrent challenge for many startups, especially in their infancy, is operating without adequate organizational documents, leading to internal disputes. Often, parties believe their verbal agreements suffice, only to discover that these informal arrangements conflict with statutory provisions when no formal agreement exists. Additionally, founders may risk personal liability if they neglect corporate formalities when establishing their entity, thereby endangering their personal assets.
The key to addressing disputes is in written agreements crafted by seasoned attorneys. Internally, conflicts can be best resolved using the appropriate operational agreement. Similarly, external disagreements are mitigated when there's a written contract. Relying solely on verbal or handshake agreements can strain business relationships, no matter how cordial they initially appear.