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Posted at 12:08 PM ET, 11/08/2011

Looking to start a business? One attorney offers tips to dodge the pitfalls

If a Google search for small business legal advice brought you to this blog post, you’re not alone. Attorney Sue Wang sees many small business owners turn to the Internet for counsel.

But Wang contends that every entrepreneur should hire an actual lawyer to help navigate the legal challenges and opportunities that surface when building a business.

“Right when you’re starting, before you even incorporate, you should spend an hour talking with a lawyer and going over your business plan so you can get an assessment for what your risks are,” she said.

Those legal questions can range from “How much equity do I offer investors?” to “What happens if my business partner gets divorced?” Believe it or not, both could land your company in court.

Many law firms both big and boutique offer services tailored to small business owners and entrepreneurs. Washington-based Clarity Law Group, which Wang co-founded last year after departing Latham & Watkins, is one of them.

Wang plans to share her top 10 legal tips Tuesday night as part of Digital Capital Week, a technology and lifestyle festival in Washington. Take a look at the list:

1. A company isn’t just for branding or legitimacy – it’s also a liability shield.

Every business should establish itself as a legal corporate entity, even if the owner is its only employee. This delineation will protect your personal assets, such as a savings account or home, should the business be sued or fall on financial hardship, Wang said.

2. Don’t stress too much about whether your new company is an LLC or a corporation.

The difference primarily pertains to how the business pays taxes. When you’re a small firm without much (or any) real revenue, Wang said that difference may not matter. She notes that most small ventures start as LLCs, or limited liability corporations, particularly when the owners have invested personal money. “If you do change your mind, it’s typically easier to convert LLCs to corporations than the other way around,” she said.

3. For most small, local businesses, Delaware is not the right choice.

Wang said Delaware has cultivated a reputation as one of the nation’s most business friendly states, leading many big companies to incorporate there. Should every business follow suit? Not necessarily. Wang said your business will likely need to file paperwork and pay taxes locally regardless.

4. Set up a company bank account as soon as you can.

Divide your corporate and personal money into separate accounts to avoid muddying up your financial waters, Wang said. This is not only convenient for tax purposes, but it helps secure your personal assets in court proceedings. Even if the owner is a company’s sole employee, Wang recommends you deposit clients’ checks into a business account and then cut yourself a pay check.

5. Hold a formal company meeting every year and maintain records.

Wang admits it may sound useless and a tad awkward for small companies to hold an annual meeting — especially if that meeting consists of you and you alone. But do it anyway and keep good records. The papertrail will document the company’s financial growth and could prove useful should a buyer come knocking.

6. When you’re just starting out, it’s tempting to pay people with equity, but don’t give away ownership of your company casually.

Many entrepreneurs are armed with an idea and little else. These “cash poor, equity rich” business owners may be inclined to offer a stake in the company in exchange for work, Wang said. But equity comes with legal rights that owners may not want just anybody to have.

“We always tell people that they should think about equity as a premium perk,” Wang said. “It’s like tenure at a university or partnership track at a law firm. It’s something that people earn over time.”

7. Be smart about funding your company.

“People get super excited if investors are interested and in the heat of that moment we always advise them to celebrate but don’t sign anything until you’ve read all of the fine print,” Wang said.

Indeed, new businesses exhaust a lot of time and resources hunting for the right financial backers. But once you’ve got an offer in hand, the structure and terms really matter.

“Shareholder voting can take many different forms, and there are plenty of deals where a 5 percent ownership stake actually controls the whole company,” she said.

8. Keep your options open for the future.

Wang said many small business owners aim to pass the company onto their children or sell to the highest bidder and pack for Boca Raton. Both require legal planning. “Deals shouldn’t be handshake deals with you,” she said. From contracts with clients to Web site registration, keep all documents in the company’s name and arrange for them to transfer to a new owner.

9. If you have business partners, have a lawyer draw up your shareholder documents.

“Do you want to be in business with your two best buddies and their ex-spouses?” Wang asks. Probably not. Legally sound shareholder documents will not only cover the basics of ownership and voting rights, she said, but also plan for unforeseen circumstances, such as a shareholder’s untimely death or marital split. Much like the U.S. Constitution, these documents will govern your business.

10. Don’t be afraid to ask for help.

Plenty of Web sites claim to offer legal advice or boilerplate documents, but Wang — after disclosing her bias as a working lawyer — said they rarely substitute for the real thing. She suggests entrepreneurs ask other business owners to recommend good attorneys.

“Don’t just sit at home trying to figure everything out on Google,” Wang said. “Go to local events and meet real people who have built real businesses.”

By  |  12:08 PM ET, 11/08/2011

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