Business lawyers and attorneys can advise you on how to properly structure your business, (be it through a sole proprietorship, partnership, joint venture, corporation), on how to deal with disputes that may have arisen during the course of your business operations, or on how to dissolve the business. With respect to the latter, it is worth mentioning that I have and am dealing with a number of business dissolutions here in Toronto (it may be the poor economic times?). There are a number of issues which come up which you may not realize (i.e. unless you’re a lawyer and you are trained on and deal with these things regularly). Typically, these issues include:
* Division of business assets.
* Responsibility for business liabilities – particularly the lease, supplier agreements, employment agreements, and tax obligations.
* Preparing the necessary paperwork (e.g. bookkeeping, taxes, government forms) to dissolve the business.
* Ensuring compliance with the business’ internal documents (e.g. partnership agreement, corporate by-laws and resolutions, shareholder agreements, and articles of incorporation, etc.).
* Informing customers (both past and present), employees, and other stakeholders of what is happening with the business.
At the end of the day, you will likely need a number of documents and agreements prepared by a business lawyer in order to help oversee the business dissolution. For example, you should have a lawyer explain the various options and then draft some type of dissolution agreement for all the parties to sign off on. Next, you may need your lawyer to draft and/or negotiate terminate and release of liability agreements for landlords and suppliers, etc. Finally, your lawyer may be called upon to prepare the government forms to submit in order to dissolve the corporation. Finally, if business partners take issue with and dispute the steps along the way towards dissolution, then lawyers may be also called upon to try to negotiate a settlement or resolve the issues through litigation.
In any event, you should definitely consult a business lawyer before trying to do any of these things yourself. Doing so will save you time, money and aggravation in the long run and make sure that your rights are protected and your interests are advanced.
Business lawyers and attorneys can also help you understand your legal rights and obligations with respect to your business. They can tell you if a particular course of action could be challenged by (1) breaching a private contract, (2) giving rise to a possible tort liability, and/or (3) violating a statute or regulation established by the government.
Let’s take the common example of establishing a restaurant business.
To begin, there may be partners who want to invest money in the business. This calls for a partnership or corporation type of structure. There will need to be agreements that reflect the wishes of the partners; issues such as ownership, control and management, liabilities and indemnification, and dissolution all need to be addressed and included in such agreements (plus many other things).
Next, there may be issues with vendors – i.e. the suppliers of labour, assets, inventory, and services. Take the case of the skilled labourer who has been hired to do a certain job in the kitchen (e.g. to install a dishwasher or stove). There should be a contract in place between the parties so that everyone is clear on what they bargained for. Also, these types of agreements are always resort to in cases of dispute. What happens, however, if the skilled labourer does a poor job and you know that the work is sub-par? Should you simply go ahead with what you’ve been provided or should you hire another skilled labourer to do a better job? Failing to do the latter could result in negligence claims should anyone get hurt as a result of the skilled labourer and your negligence in failing to take appropriate action.
Finally, before you begin to operate, you need to obtain the necessary business licenses – such as a liquor license from the government agency responsible (e.g. Liquor Control Board) and a safety permit indicating that your establishment has passed minimum health and safety standards and can offer food to the public. What happens, however, if the relevant government agency refuses to provide you with such license – effectively keeping your business shut down? Well, in these situations, it is wise to consult with a business lawyer or attorney to find out what your rights are, what tests/criteria you need to establish in order to obtain the license, and then have your business lawyer make submissions and representations before the relevant board in an effort to convince them to grant you a license.