Business Law

BUSINESS LAW

Bob Rosplock has been teaching Business Law at the college level for over thirty years and has also taught Business Organizations to paralegal students. He is completely familiar with all aspects of business formation, operation, and continuing legal requirements.

Many clients elect to use an online service to form their new businesses. The online service is doing nothing more than the client could have done on their own, without any real legal assistance. Unfortunately, none of the steps required after the formation of the business ever seem to be taken when this is the method used to form the business, or when persons form their own businesses without an attorney.

Taking the steps to form a limited liability company or a corporation is very simple. Once the business is formed, however, there are other documents that are required by law for the proper operation of the business should it ever be necessary to establish that the business is a separate entity from its owners. For example:

A corporation requires, at a minimum, a code of regulations, written documentation regarding the sale of its stock, and minutes of shareholders and directors’ meetings.

A limited liability company having more than one owner (who is called a member) must have a document called an operating agreement.a

The consequences of not having all of the required documents could result in personal liability being imposed on the corporate shareholders or the members of the limited liability company. As most entities are formed primarily for the purpose of limiting the liability of the owners, failure to comply with all legal requirements completely defeats the purpose for which the entity was formed.

Many businesses have multiple owners. It is important that these businesses (whether partnerships, limited liability companies, or corporations) have a written agreement among the owners providing how the interest of a partner, member, or shareholder will be purchased should there be a death, a disability preventing continued effort on behalf of the business, or a withdrawal, whether voluntary or involuntary. These agreements need to be done while everyone gets along — not after there is already a dispute which will clearly result in one or more persons leaving the business.

Many business people believe that they are expected to know everything about everything, and that not making an instant decision is a sign of weakness. It is essential that business owners have potential lease agreements, important contracts, and other important documents reviewed by counsel for the business before they are signed.

Business owners often have more unique or complicated estate planning issues tied to the transfer of the business interest at the time of their death. Bob devotes a significant portion of his practice to estate planning, including estate planning for business owners. He can properly advise you how to transfer your interest in the business to the person or persons you wish to have such interest at the time of your death.

Please contact our office should you choose to form an Ohio corporation or limited liability company. We are sure that our fees will compare favorably with what you would pay to an online provider, and our service includes personalized legal service in getting your business formed and advising what you need to do to operate it properly once your business has been established.

Robert S. Rosplock

Attorney at Law

4230 State Route 306

Bldg. I, Suite 240

Willoughby, Ohio 44094

440-953-1310 - office

440-953-1427 - facsimile

rosplocklaw@yahoo.com