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Business Law 411 What You Don’t Know Can Kill Your Business And Frustrate Your Dream Presented by: Ambrose Moses, III Attorney and Counselor at Law
Business Law 411 What You Don’t Know Can Kill Your
BusinessAnd Frustrate Your Dream
Presented by:
Ambrose Moses, IIIAttorney and Counselor at Law
What is Law?• Law is a tool
– Create– Modify– Maintain– Destroy– Relationships– People, Places, & Things
What is Law?
Law is a tool that is used by SocietyTo Create, Maintain, Modify, and
DestroyRelationships between
People, Places, and Things.
What is Law?
Legal NameORC 3705.09
Legal Title
ORC 4705.07
Business Structure• One of the First Business Decisions
Made by You or for You.
– Sole Proprietorship
– Partnership
– Corporation
– Limited Liability Company
Business Structure• Basic Considerations
– Ownership
– Liability
– Taxation
Business Structure• Sole Proprietorship
– Ownership – Single Individual
– Liability – Owner Liable for All Debts
– Taxation – Owner responsible for All tax consequences of the business
Business Structure• Partnership
– Ownership –Two or more persons (Partners)
– Liability – Passes through to Partners
– Taxation – Passes through to Partners
Business Structure• Corporation
– Ownership – Owned by one or more persons (Shareholders)
– Liability – Owners not liable for corporate debts
– Taxation- Owners not responsible for corporate taxes.
Business Structure• Limited Liability Company (LLC)
– Ownership – Owned by one or more persons (Members)
– Liability – Members not liable for LLC debts
– Taxation – Passes through to members
Business Relationships• What Are Your Business
Relationships?
– Business Partners / Shareholders / Investors
– Government Officials and Agencies
– Vendors and Suppliers
– Customers
Business Relationships• What Law Governs These
Relationships?
– Statutes, Constitutions, Rules, Regulations
– Contracts, Written Agreements
– Invoices, Order Forms, Receipts
– Verbal Agreements and Representations
Business Relationships• Independent Contractor or Employee
• Behavioral control
• Financial control
• Type of Relationship of the Parties
Business Relationships• Independent Contractor or Employee
• 1. Behavioral control covers the amount of control the employer has over the worker in terms of where, when, and how the job is done, among other factors.
Business Relationships• Independent Contractor or Employee
• 2. Financial control dictates how much control the company has over a worker's pay, business expenses, and facility investment.
Business Relationships• Independent Contractor or Employee
• 3. Relationship type is based on written agreements, employee benefits, and length of relationship between the company and worker.
Business Relationships• Independent Contractor or Employee
– IRS Form SS-8 – Determination of Worker Status for Purposes of Federal Employment Taxes and Income Tax Withholding.
– IRS Publication 15-A – Employer’s Supplemental Tax Guide
Business Relationships• Vendor’s License / Sales and Use Tax
– Ohio Department of Taxation
– County Auditor
The Business Lawyer
• Who is the Lawyer?
– Your Professional Advisor
– Your Representative
– Your Confidant
The Business Lawyer
• Why Should I Retain a Lawyer?– Advice and Counsel
• Asset Protection (Personal and Business)• Corporation or LLC or Partnership
Formation• Operating Agreement / Shareholder
Agreement• Investor Relationships• Lease Agreements –
Office/Building/Equipment• Contracts with Vendors and Suppliers• Tax Matters • Trademarks, Copyrights, Trade Secrets,
Patents• And the List Goes On . . .
The Business Lawyer
• Aren’t Lawyers Too Expensive For a Small Business?– The Expense of Not Having a Lawyer is
Greater Than the Cost to Retain One.– Your Chances of Business Success Are
Greater With Legal Counsel– Shop Around, But Don’t Be Guided
Exclusively By Cost. You are Establishing a Professional Relationship, not Buying a Loaf of Bread.
The Business Lawyer• How do I choose a Lawyer?
– Interview a few
– Knowledgeable and Trustworthy
– Rapport and Comfort Level
What is Law?
Law is a tool that is used by SocietyTo Create, Maintain, Modify, and
DestroyRelationships between
People, Places, and Things.
Business Law 411 What You Don’t Know Can Kill Your
BusinessAnd Frustrate Your Dream
Presented by:
Ambrose Moses, IIIAttorney and Counselor at Law
