When Should I Consult My Business Attorney?

One of the most important things an attorney can do for a business owner is to eliminate “unknown unknowns.”  During the life-cycle of a business, there are 11 inflection points where business owners should consult with their attorneys.

(1) Incorporation-Before you open your bank account and start doing business, your attorney can help you:

• Select the most advantageous corporate form (Corporation, LLC, Partnership, etc.);
  
• File Articles of Incorporation or Articles of Organization from the Secretary of State;
• Prepare Bylaws, an Operating Agreement, or a Partnership Agreement;
• Buy/Sell Agreements with partners;
• Prepare Initial Meeting Minutes of Shareholders and Directors;
• Obtain a federal tax identification number from the IRS;
• File an S-Corp Election to save on self-employment tax;
• File unemployment tax registration (if an employer);
• Obtain a state tax identification number.

(2) Annual Maintenance-If you do not properly maintain the corporate formalities for your entity, the corporation or LLC will not be effective as a liability shield.  Your attorney can help you:

• Prepare and file your annual report with the secretary of state; and
• Prepare your minutes for annual meetings of shareholders and directors.

(3) Employees-Before you hire your first employee, you should meet with your attorney to make sure you are legally protected from future employee issues.  He or she will also teach you about the advantages and disadvantages of structuring the agreement as an independent contractor.  Your attorney can help you prepare:

• Employment Application;
• Employment Offer Letter;
• Employment or Independent Contractor Agreement;
• Employee Handbook;
• Employee Drug Testing and Consent From;
• Employee Warning Letter Forms; and
• Employee Termination Letter Forms.

(4) Contracts-Any time you do significant business with a third party, you should have a written contract to avoid future disputes.  Contracts that you should have your attorney draft or review include:

• Commercial Leases;
• General Customer Contracts;
• Non-disclosure agreements; and
• Non-compete agreements.

(5) Investor Agreements-If you need capital for growth and are looking to bring in additional investors, your attorney will prepare a stock purchase agreement and prospectus.

(6) Dispute Resolution, Litigation & Collection-If you have a dispute with an employee, a customer, or a vendor, a good attorney will work to settle the dispute without litigation. If litigation or collection become necessary, your attorney should always have an eye toward minimizing your expense while aggressively advocating on your behalf.

(7) Solutions for Distressed Businesses-If your business is in distress, your attorney can help you formulate a comprehensive strategy to either get your business back on track or start over with a clean slate, by:

• negotiating with creditors to drastically reduce your debts or come up with a plan for payment over time; 
• dissolve your corporation and get a fresh start with a new corporate entity; or
• filing for corporate or personal bankruptcy.

(8) Exit Strategies-When you are ready to move on to your next venture, your attorney will help you formulate an exit strategy.  This may include:

• Asset Purchase Agreements;
• Stock Purchase Agreements; and
• Formulating a succession plan to transition ownership to a key employee or family member.

(9) Estate Planning-You have worked hard to build your business.  Your attorney will help you make sure that your assets are protected from:

1. estate tax;
2. costly probate; and
3. potential creditors.