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Not Having Good Written Agreements

All of your important business agreements need to be in writing.  Oral agreements are very difficult to enforce, and they often leave you with no recourse for compensation or legal action.  Make sure your contracts are well thought out, drafted in your favor, and give you flexibility and protection.

Unclear Expectations and Rules for Employees

It’s important to set clear expectations and rules for your employees. Make sure they acknowledge they are “at will” employees, which means they can quit or be terminated at any time without exposing your business to liability. It’s also important to inform your employees that discrimination, sexual harassment and other illegal acts will not be tolerated.

Not Keeping Proper Corporate Records

Improper record keeping can cause problems with the IRS, hamper your ability to raise equity capital, and could result in personal liability. And yet, small businesses are notorious for failing to keep the records required for limited liability protection.  Failure to document meetings of the Board of Directors and shareholders, failure to record stock issuances, and failure to document stock transfers are common infractions of the guidelines that protect the status of corporations.

Ignorance of the Law

Just because laws are numerous and complex doesn’t mean your business can ignore them. Learning a little about the following basic areas of the law can keep you out of legal hot water:

  • Basic contractual rules
  • How to protect your ideas and inventions (copyright, patent, trade secrets)
  • Major employer-employee laws
  • Securities laws affecting how you can raise capital for your business
  • Governmental regulation of your industry.

Not Clearly Documenting Partners’ Rights and Responsibilities

Founding shareholders or partners should have an agreement that answers at least the following questions:

  • How much time and effort is each person expected to contribute?
  • How much capital will each person contribute?
  • What happens if the business needs more capital?
  • What happens if one person leaves the business?
  • What happens if one person dies?
  • Will the stock or partnership interest be bought back from the estate of the deceased or from the person leaving the business?

Starting the Business as a General Partnership Instead of a Limited Liability Entity

Under many states’ laws, the partners are jointly liable for the debts and obligations in general partnerships. If the business encounters a problem, all of your investment in the business—as well as all of your personal assets—is at risk. There are other legal options that avoid liability—corporations, LLCs and limited partnerships, for example.

Getting Involved in Litigation

Litigation fees can be astronomical, and they can quickly drain management time and resources. Consider alternative means of dispute resolution, such as mediation or arbitration. Or, if a reasonable settlement offer is available, think seriously about taking it instead of spending more time in litigation.

Ignoring Intellectual Property Issues

Even low-technology companies have intellectual property issues that may be important for the future success of the business.  For example, do you require your employees and consultants to sign Confidentiality and Invention Assignment Agreements?  Have you registered for a trademark for an important company logo or product?  Do you put copyright notices on your written information? Are your trade secrets adequately protected?

Not Getting an Experienced Attorney

Every growing business faces issues that require the services of an experienced attorney. Issues such as stock-option plans, employee negotiations, state and federal tax rates and intellectual property rights all require a business lawyer experienced in representing start-up and emerging companies. And though such attorneys charge more than generalists do, the money you spend on experience will save you time, aggravation and money in the long run.

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