Q: WHAT TYPE OF BUSINESS SHOULD I START?

A: Before you start your business, you will want to review and consider the best legal structure for your business needs. Some of the considerations that you will want to make include the tax implications of your selected structure, legal asset protection afforded, the payment structure for employees, government reporting requirements, whether you want centralized ownership or management of the company, shareholders and a board, and what future goals for expansion of your business.

You will want to review your options carefully prior to making a final decision. Your form of business determines which income tax return form you have to file. The most common forms of business are the sole proprietorship, partnership, corporation and S corporation. A Limited Liability Company (LLC) is a relatively new business structure allowed by state statute.

– Sole Proprietorships

– Domestic Business Entities

• For-Profit Corporation
• Nonprofit Corporation
• Domestic Limited Liability Company (LLC)
• Partnerships
• S Corporations
• Partnership
• Limited Partnership
• Limited Liability Partnership
• Professional Corporation

– Foreign Business Entity

• For-Profit Corporation
• Nonprofit Corporation
• Foreign Limited Liability Company
• Partnerships
• S Corporations
• Partnership
• Limited Partnership
• Limited Liability Partnership
• Professional Corporation

If you would like to conduct further independent research and gather more information on the process, then you can contact the business services section of the Ohio Secretary of State at http://www.sos.state.oh.us/SOS/Businesses/BusinessInformation/starting.aspx. You can also find additional information if you look at the Small Business Administration’s Business Types web page.

For legal guidance on selecting the best business form, you can contact Gonzalo Law LLC directly through our Contact Us page.

Q: WHY IS IT IMPORTANT TO DETERMINE IF A PERSON IS AN EMPLOYEE OR AN INDEPENDENT CONTRACTOR?

A: A business will want to be very clear on whether a person is an independent contractor or an employee because the federal government has very strict requirements for employers as it concerns their employees. Depending on the number of hours an employer has an employee work, an employer may be required under state and federal laws to provide health benefits to an employee. There are also certain tax requirements at the state and federal levels.

Determining whether one is an employee or an independent contractor requires reviewing several factions. One must consider whether the person for whom the services are performed has the right to control how the person performs the services. It is not based merely on how the person is paid, how often the person is paid or whether the person works part-time or full-time. There are three basic categories of factors that are relevant to determining worker classifications: A) Behavioral control, B) Financial control and 3) relationship of the parties. After a careful review of the facts of your situation, legal counsel will be able to assist you in determining whether you have employees or independent contractors.

Q: SHOULD I CONSULT AN ATTORNEY WHEN DRAFTING AND REVIEWING CONTRACTS?

A: Yes. Based on the knowledge of local laws, an attorney will be able to draft your agreement so that it is consistent with current legal requirements as it concerns that area of law subject to your agreement. Knowing these legal principles will enable legal counsel to ensure that both sides’ rights are equally protected.

An attorney is not only compensated for including the required information in a contract but also for research and reading current case law on the subject. This allows legal counsel to review the precise aspects of contracts the local courts have overturned or invalidated and be sure that no such provisions are included in your agreement. Also, counsel is able to draft agreements with your current and future business requirements in mind. This will allow your agreement to be a valuable investment over time and not only in the present moment.

When reviewing a contract, it is important to fully understand your legal rights and obligations. Prior to signing any legal agreement that will substantially affect your rights, you should seek the advice of legal counsel. Legal counsel can assist you in negotiations and explain what will be required under the legal agreement at issue.

Q: WHAT ARE THE REQUIREMENTS FOR A VALID CONTRACT?

A: In order for an agreement to be binding in a court of law, a contract must contain the following elements:

• Mutual assent: Each party must have a shared understanding regarding what the subject matter of the contract is. For example, for a delivery contract, both parties must understand that the word “ship” does not refer to a sea vessel but rather means “to deliver.”

• Offer and acceptance: One party must make an offer by clearly communicating their intent to be bound in a contract. Likewise, the other party must render their acceptance in unambiguous terms.

• Consideration: This is where both parties mutually exchange something of value in order to make the agreement binding. The consideration may simply be a formality, such as giving $1. Sometimes contracts can be enforced in a one-sided promise where only one party renders consideration.

A contract is an agreement between two parties that creates a legal obligation for both parties to perform specific acts. Each party is legally bound to perform the specified duties such as rendering a payment or delivering goods.