ABA Family Legal Guide

Forming and Operating a Small Business

Business Problems

Operational Problems

What kinds of issues and documents should be reviewed by the company lawyer?

From time to time, it's a good idea to look at

• basic constituent documents (for example, articles of incorporation, bylaws, and stock transfer records of a corporation; the articles of organization and operating agreement of a limited liability company; the partnership agreement; and, in a limited partnership, the certificate of limited partnership);
• employment agreements;
• all leases, licensing agreements, and other contracts with third parties, with particular emphasis on termination dates, renewal options, and the like;
• insurance policies, with an emphasis on policy limits;
• all standardized contract forms used by the business--for example, purchase order forms, warranties, brochures, and the like;
• internal policy and procedural manuals--for example, the employee policy and procedures manual, or the antitrust compliance handbook;
• transactions that require additional documentation, such as official minutes;
• regulatory compliance--for example, environmental regulations, ERISA problems, and Securities and Exchange Commission requirements;
• structural changes in the business organization--for example, conversion to another business form, or the adoption of a retirement plan or a fringe benefit plan;
• tax-planning issues--for example, S Corporation status, legal audit, or alternative minimum tax review;
• the filing of tax returns, licenses, and reports;
• pending and potential litigation involving the company; and
• recent legal developments affecting the business.