The following is not intended as a practical guide and should in no way replace actual legal advice.
It’s happening. It’s really happening. You are ready to break out and start your own business. You have the skills, knowledge, and ambition to make this thing succeed. What you don’t have is enough capital to pay for an attorney to sit down and comb over every nook and cranny to ensure that you have the necessary requirements, employee and staffing considerations, tax and insurance liabilities, and on and on. So, you do what many have done before you, you go it alone. For all you fearless souls out there here are three steps to starting and running your small business without an attorney.
The first thing to understand is that there are a lot of benefits to incorporating. Many people who start a business instinctively think that if they can run their business and make money without [fill in the blank], why bother? For many items this is true. If you are just starting your business, you may not need the most current expensive software because Microsoft Excel can handle all your needs. You also may be able to get away with leasing or purchasing secondhand equipment, but ultimately, your goal is for your business to be profitable and grow; which may mean keeping up with the best and latest. One thing that you cannot do retroactively is shield your personal assets once you are being sued if you haven’t already incorporated your business.
Incorporation provides a protective shield between personal liability and the liabilities your business may incur (so long as you maintain the corporate identity and do not comingle funds, among other things). Before you head to Sunbiz.com you should have already researched how taxes will affect how you incorporate. You should have prepared your Articles of Incorporation (and Bylaws if necessary), then when you believe you have done all your homework, head over to sunbiz.com. Anyone (and I mean anyone) can log on and incorporate their own business through sunbiz.com. They provide easy step by step instructions, you pick your industry, and then you pay your filing fees. It’s really that simple!
So now you are an incorporated business, your doors are open, and you are making money. Fantastic! Then the worst happens. It’s not a matter of if, but a matter of when. Everyone’s worst will not be the same, and the worst by no means is the end, but inevitably, a legal issue will pop up. Maybe an employee slips and falls, if you have insurance, you probably will be covered (if you don’t, good luck, this is not a blog about how to run your business without insurance). Insured or not, one of your vendors may fail to deliver on time or at all and now they’re refusing to refund or make you whole. Even worse you may receive notice that you are being sued by an unsatisfied customer or vendor. When these issues arise, many of you will remarkably step up to the plate. Your first move is to the world-wide web. The internet is an amazing resource of legal information that’s available for free.
Google Scholar is an awesome resource. You can research case law and articles for free. The page’s citations are usually accurate, and you are even able to apply filters. Google Scholar comes in handy when you are trying to understand the problem before you. Let’s say you are being sued by a vendor for breach of contract. Simply go to Google Scholar and type in breach of contract defenses. From there you can search through a plethora of information on breach of contract, defenses to breach of contract, or even contract formation.
Possess all the Florida Statues in one place. You can easily browse through the chapters and narrow down to the controlling statute that fits your industry or circumstance. Online Sunshine is not just there for when you get into trouble, it is also there to keep you out of trouble. Before you start your operations head over to Online Sunshine to review the laws and statutes applicable to your industry. Often, the statutes will also cite applicable regulations that should be followed. If you find that your industry has statutes and regulations that control how you operate your business I would suggest you either print them out, if they are too long, print those important statutes and regulations to keep on file for reference and training. If the file is still too large, save the webpage as a bookmark. Remember, ignorance is not an excuse for not following the law. If your industry’s operations are controlled by certain statutes and regulations, it is incumbent upon you as the owner to follow those laws and to ensure that your employees and staff are following them as well.
Many of the big cities have law schools or online law libraries. If you are near a law school, you may be able to get help locating the information you need, even if the law librarians are unable to offer any specific legal advice. If you are not near a law school, check your local clerk of the court online to see if they offer an online law library. The law library can be used in the similar way that you would use Google Scholar. When trying to understand the situation you are in, reading how the courts resolved those same issues in similar cases can give you guidance with your issue.
This is the less obvious solution. Finding a mentor in a similar or same field who can help you avoid some of the pitfalls and mistakes that they have already made can help you avoid problems or receive advice on how to get out of trouble.
You have done all the research and you believe you have a pretty good handle on how to react to your unexpected legal issue. In some instances, a simple demand for payment and the threat of legal actions will get the desired result. In other cases, you may have to take the law into your own hands (figuratively). Many Florida Clerk of Court, Circuit and County Court websites offers free forms and legal templates for a party appearing pro se. These forms and templates are often fillable, so you can download them and fill in the blank. Finally, most forms and templates come with instructions on how to e-file as a pro se party. In some cases, these measures will be enough to resolve the legal issue(s) and you may return to running your business as usual. This is called reacting. You wait until a legal issue arises, you go online, do some research, and you REACT accordingly. This method will save you money on attorney’s fees, but it may cost you time. I must also warn that you run the risks of filing the wrong document or failing to make the proper allegations in your pleadings to get the desired results and may have to amend and refile (which is more time).
For some of you, you may run your business for years without encountering a single issue that requires an attorney’s assistance. The take-away from this blog should be that the internet is a great resource when you have a legal issue, however its usefulness is limited. Depending upon the novelty of your legal issue, the circumstances, and a host of other factors, you may find that it is a good idea to at least consult with an attorney. If yours is a simple issue an attorney may be able to offer some free advice or offer advice for a nominal fee.
N. Patterson, PA is committed to working with small and mid-sized business and is willing to work with your budget to ensure you have the representation and support you need. Contact Attorney Nina E. Patterson @ (407) 513 – 4010.
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