Legal Checklist for Starting A Business
The list below details some of the legal decisions and documents required to start a business, including documents required for pre-formation, entity formation, taxation, funding, protection of intellectual property, website creation, state licensing and permits, and human resources.
- Employment contract reviews of the founders and key employees à any issues with non-compete or non-solicitation agreements?
- Decision on type of entity to form (LP, LLC, S-Corp, C-Corp)
- What state to form business in?
- Decision about ownership structure of the entity
Register entity with the Secretary of State
- Determination of principle place of business
- Determination of registered agent
- Agreement to the "rules" of the entity à Partnership agreement for LP, Company Agreement for LLC, Bylaws for Corporation
- Organizational meeting, documented in meeting minutes
- Minute Book
- Documentation of ownership à membership certificates, if LLC or LP. Stock certificate if C-Corp or S-Corp.
- DBA, if necessary
- Buy-Sell agreement, if necessary
- EIN (needed to set up entity bank account and for tax return)
- S-Corp election for taxation purposes
Funding – Debt or Equity?
- Term Sheet describing basic agreements about the investment
- Debt: Promissory Notes, Security Agreements
- Equity: Stock Transfer Agreement, Stock Purchase Agreement, or Stock Subscription Agreement (Corporation), Assignment of Interest (LP or LLC)
- Convertible Note, debt to equity
Protection of IP
- Trademarks à protects goodwill of a brand
- Trade secrets – NDA and Confidentiality Agreements
- Copyright Policy
- Registration of a DMCA Agent
State Licenses and Permits
- Sales Tax and Use Certificate, if selling goods
- Auto Dealer License, others
- Employee handbook
- Employment Agreements
Contact us to see how Dossey & Jones can help start your business!