Business Start-Up

So, you have a great idea, a dream and a plan. Now it’s time to pursue the dream by executing the plan – to make your dream become reality! So, what is involved? Well, below is a pretty extensive list. It may seem like a lot, but I can help to make it manageable.

Step 1: Create and register the entity

This includes the following:

  1. Creation documents: draft the state creation document & governing document.
  2. Register with the IRS: obtain the Federal Identification Number for payroll taxes, make S election (if applicable).
  3. Register with the State: payroll taxes, unemployment insurance, sales tax, licensing.
  4. Register with County/City: obtain required permits, licenses, file DBA (if applicable), payroll registration (if applicable).
  5. Buy-Sell Agreement: are the owners going to “keep the business” in-house by giving each other the first right of refusal to purchase? Are you going to fund the agreement with life insurance on the life of each owner, so the company can purchase the shares on his/her death from the family?
Step 2: Create legal infrastructure

This includes the following:

  1. Intellectual Property: if your business has or will be developing valuable IP (new inventions, processes, trademarks, copyrights, etc.), you should get sound counsel on how to protect these assets (such as filing for patents, trademarks, copyrights, developing trade secret confidentiality strategy and agreements, etc.). If you don’t, it might be losing your competitive advantage.
  2. Employment Agreement: draft to include: (a) “at will” provision (so no employee can say they have a permanent position; (b) non-compete during employment and after termination; (c) confidentiality during employment and after termination; (d) non-solicitation of staff during employment and after termination; and (e) dispute resolution provisions (how? where? loser pays attorney fees & costs).
  3. Employee Handbook: draft to address legal requirements and to establish your culture and expectations.
  4. Independent Contractor Agreement: first, it’s important to insure that they are sub-contractors under the law. Then draft the agreement to include: (a) scope of work and authority; (b) non-compete during engagement and after termination; (c) confidentiality; (d) non-solicitation of staff after termination; and (e) dispute resolution provisions (how? where? loser pays attorney fees & costs).
  5. Sales Representative Agreement: draft the agreement to include: (a) scope of work and authority; (b) non-compete during engagement and after termination; (c) confidentiality; (d) non-solicitation of staff after termination; and (e) dispute resolution provisions (how? where? loser pays attorney fees & costs).
  6. Quote/Sales Agreement Terms & Conditions: draft to include: (a) warranty exclusions and limitations; (b) payment terms; (c) late payment penalties; (d) change orders; and (e) plethora of other items.
  7. Purchase Order Terms & Conditions: draft to include: (a) warranties; (b) payment terms; (c) termination; (d) change orders; and (e) plethora of other items.
  8. Distribution Agreement: draft the agreement to include: (a) scope of work and authority; (b) non-compete during engagement and after termination; (c) confidentiality; (d) non-solicitation of staff after termination; and (e) dispute resolution provisions (how? where? loser pays attorney fees & costs).
  9. Leases: review real property leases, equipment leases and etc. This is helpful to insure that you know what you are getting into. Leases can be very long and full of legalese. Typically, leases are negotiable. I can also help you negotiate the lease (we can play good guy/bad guy roles with the lessor).
  10. Insurance: obtain necessary insurance such as: (a) commercial liability; (b) errors and omissions; (c) employer liability; (d) fidelity on persons handling money; (e) directors and officers; and (g) other?

So, let’s do it. Call me and we can get started ASAP.

Call me. 616.498.5112

Small Business Services (click on your area of interest to be taken to that webpage):

  1. Small Business Law Overview
  2. Business Entities
  3. Business Start-Up
  4. Business Expansion
  5. Sale/Transfer of Business
  6. Dispute Resolution
  7. Board Member
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