Business Contracts Lawyers for Toledo, Ohio

While a written operating agreement is not legally required to form a multi-member LLC, it is absolutely a best practice to have one in place. An operating agreement is an internal document, meaning you won’t need to file it with the state, but it plays a critical role in setting clear expectations and protecting all members' interests. Without a written agreement, your LLC will default to your state’s LLC laws, which may not align with your specific business arrangement or preferences. A well-drafted operating agreement allows you to: - Clearly define ownership percentages and capital contributions. - Establish how profits and losses are allocated among members. - Outline decision-making authority and voting rights. - Set procedures for bringing in new members or handling a member’s exit. - Minimize the risk of internal disputes by having a written record of agreed-upon terms. While your verbal discussions are a great start, formalizing these details in writing ensures that everyone is on the same page and helps prevent potential conflicts down the road. If you'd like assistance drafting an operating agreement that aligns with your business needs, I’d be happy to help!

Forming a corporation in Ohio is a great way to establish your business with legal protection and a formal structure. While the process can seem complex, breaking it down into key steps can help ensure that you’re meeting all legal requirements. Here’s an overview of what’s involved: 1. Choose a Corporate Name Your corporation’s name must be unique and distinguishable from other registered businesses in Ohio. You can check name availability through the Ohio Secretary of State’s website and reserve a name if needed. 2. File Articles of Incorporation To officially form your corporation, you must file Articles of Incorporation with the Ohio Secretary of State. This document includes basic details such as your corporation’s name, purpose, number of shares, and statutory agent (a registered agent who will receive legal notices). 3. Appoint a Statutory Agent Every Ohio corporation must designate a statutory agent (also known as a registered agent) who will accept legal documents on behalf of the company. This can be an individual or a business entity authorized to operate in Ohio. 4. Obtain an Employer Identification Number (EIN) An EIN (also called a Tax ID) is required for tax purposes, hiring employees, and opening a business bank account. You can obtain one for free from the IRS website. 5. Create Corporate Bylaws While not legally required to file, corporate bylaws are an essential internal document that outlines your business’s governance structure, including how decisions will be made, the roles of directors and officers, and how shares will be managed. 6. Register for Ohio Business Taxes & Licenses Depending on your business activities, you may need to register for state taxes with the Ohio Department of Taxation, such as sales tax or employer withholding tax. Some industries may also require specific business licenses or permits. 7. Hold an Organizational Meeting At this initial meeting, the incorporators or initial directors should adopt the corporate bylaws, appoint officers, issue shares to shareholders, and document key decisions in meeting minutes. Generally this meeting is "held" by a document called a Written Consent. 8. Maintain Compliance Once your corporation is formed, you must stay compliant by: (i) Filing a Biennial Report with the Ohio Secretary of State every two years; (ii) Keeping proper financial records and holding annual shareholder and director meetings; and (iii) Maintaining corporate minutes and following proper procedures to preserve limited liability protections. Setting up your corporation properly from the start helps protect you from personal liability and ensures your business runs smoothly. If you’d like assistance with any of these steps—whether it’s filing documents, drafting bylaws, or structuring your corporation for legal protection—I’d be happy to help.

The key elements for a Content Creator Agreement are: 1. Payment Terms/Late Fees: How much will you be paid? When will you be paid? In what manner will you be paid? Are there any services/deliverables that must be provided before you are paid? What are your remedies if the payments are late? 2. Deliverables: Clear project deliverables that list all of the important project details/requirements 3. Timelines and Review & Approval Process: What are the required timelines for completion of the work? How long does the client get to review before the work is considered approved and final? What happens if the client wants to make changes to the work? Do requested revisions change the price? 4. Ownership: Who owns the content - client or content creator? 5. Confidentiality: Information shared between the parties should be kept confidential. 6. Exclusivity: Will the agreement be exclusive or non-exclusive? 7. Term and Termination: When does the relationship start and when does it end? How can the parties terminate the relationship? What are the responsibilities of each party once the relationship is terminated? What happens if there is a breach of the contract?

A letter of intent establishes the initial negotiations of the parties; they are typically non binding. The LOI sets out what the parties should expect the agreement would look like, so that everyone is on the same page. For the buyer, it tells the seller what they want; and while no binding, it should only include terms that the parties agree upon. Those terms will be used in the Asset Purchase Agreement (APA) or Purchase and Sale Agreement (PSA) which is binding. As an attorney that focuses on the purchase and sale of businesses, I can assist you with the LOI as well as the documents required for purchasing the business and closing the deal. Donya Gordon

Sure. Gathering people around a conference room table to sign documents is so 1990s. I have clients all over the world, and routinely have them sign documents of all types (shareholder agreements, board resolutions, merger agreements, etc.) using platforms like Docusign. I couldn't function without it.