A start-up checklist: What to discuss in your first meeting with a lawyer
by Christopher Branson, Partner
You’ve put a lot of time into planning for your business, and you’re ready to bring it to life. The next step is to call a lawyer who can help make that happen. We’ve put together a checklist of topics you should prepare for to make sure you cover all your bases in your first meeting with a lawyer.
Business overview: Plan to provide the lawyer with an overview of your business, including a summary of the personnel, physical space(s) and equipment you will use. This will help the lawyer understand your objectives and better advise you about the legal steps needed to achieve your goals.
Roles of owners and employees: Be sure to tell your lawyer what roles you and the other owners will play in the business. Will you each be active participants? Will some of you be putting up money while others are doing the work? How many employees do you expect to have in the first year and what will they do? This will help the lawyer recommend an appropriate legal structure to assist your business.
Your prior business experience: Be ready to explain how much prior experience you and the other owners of the business have. Is this your first attempt at running a business or have you run other businesses before? What skills and training do you and the management team have and what skills do you hope to add to the team in the future? This will help the lawyer understand what risks and challenges your business faces and how best to protect you.
Name of the business: Be prepared to discuss your business name and have at least one backup in mind in case your first choice is unavailable for any reason. Remember that you should not use a name that is already in use in the same geographic area and you should avoid names that are similar to registered trademarks owned by others. Doing a Google search is always a good idea to see if others are already using the names you have in mind. Don’t forget to check the availability of URLs you may want to use. All of this will allow the lawyer to better advise you about choosing a name.
Business locations: Be prepared to discuss where you will conduct your business and what kinds of spaces will you need. Office space? Manufacturing space? Warehouse space? Retail space? In which states? Be prepared to provide address information, or target locations, if available. This will help the lawyer better advise you on leases and insurance. It is also important in determining in which states you may need to qualify to do business.
Investors: Will some of the owners or other third parties be putting up money to start or grow the business? If so, will they get ownership interests in return or alternatively, will these be loans which the business will need to repay? What is your relationship to these investors and where do they live? Answering these questions will help with compliance with securities laws and help the lawyer guide you to an appropriate business structure (next item).
Business structure (choice of entity): Be prepared to discuss possible entities and structures for your business. Do you have a preference for an LLC? S-Corp? C-Corp? Partnership or Limited Partnership? Do you understand the advantages and disadvantages of each for your business? Answering these questions will help the lawyer guide you to the best fit for your business.
Insurance: Be prepared to discuss your insurance needs. Most businesses carry Commercial General Liability (CGL) coverage. Depending on your business, you may also need or want other types of coverage such as workers comp, employment practices, professional liability, premises liability, director and officers liability, and/or product liability insurance. Your lawyer can help you understand the costs and advantages of each.
Bank accounts: If you have selected a bank for your business, bring the contact information for your bank representative. If you don’t have a bank yet, be prepared to discuss your banking needs. Your lawyer can help guide you through the legal steps to set up a business bank account.
Payroll arrangements: If your business will have employees, you should be prepared to discuss arrangements for payroll. If you have selected a payroll service, share that contact information with your lawyer. If you have not selected a payroll service, it is often a good idea to use a service that is recommended by either your bank or accountant.
Accountant/tax preparer: Except for very small businesses, most businesses benefit from using the services of an accountant or other professional tax preparer. If you have such a person or firm in mind, bring that information to the meeting with your lawyer. Otherwise, be prepared to ask for recommendations so you can get an accountant or tax preparer on board early in the process. They often have helpful tips about setting up your business that will save you time and money later.
Licenses: Some businesses require one or more government-issued licenses to conduct business. It could be as routine as a victualer’s license for a restaurant or as arcane as FDA approval for a biotech firm. Be prepared to discuss this so the lawyer can help make sure you have all the approvals you need in order to operate.
Your budget for legal services: Lawyers work with a range of clients with varying budgets. Be prepared to tell your lawyer what you have budgeted for legal services. This will allow the lawyer to help you triage your legal needs to stay within your budget and create a plan for attacking your most urgent legal needs first.