Small Business Essentials

1. Small Business Essentials:
Legal Considerations, Insurance and
Managing Risk
Robert J. Weil
Law Office of Robert J. Weil, PLLC
4031 University Drive, Suite 100
Fairfax, Virginia 22030
(703) 934 2036 O
(703) 277 7730 F
(703) 399 5671 C
bob@rweillaw.com

2. Key Considerations
• Undertake a thorough review of corporate and legal
options and issues to enhance more effective and
efficient operation and management of your
business
• Understand and comply with applicable state and
federal laws – corporate, employment, tax, etc.
• Engage in regular reviews of internal business
policies, procedures, legal requirements and
documentation as a means of preserving assets and
reducing or limiting liability risks

3. Business Entity Choices
• Sole Proprietorship:
-Owned/operated by one person
-NO insulation from personal liability
-Inexpensive and simple to operate
• Corporation:
- “C” vs. “S” corporation
-Corporation and not the shareholders
liable for corporate debts and obligations
-Maintain corporate formalities

4. Other Business Forms
• Partnership:
- General or limited partnership
- Written partnership agreement
-Set forth partner rights in management and shares
-Set forth duration of partnership
-Partners jointly and severally liable for debts
• Limited Liability Company:
-Treated as corporation for liability purposes
-Articles of Organization
-Operating Agreement
-Control rests with members
-Professional LLC

5. Basic Business Sense
• Familiarity with and consistent adherence to
state statutes and corporate formalities
• Maintain reliable Registered or Resident Agent
• Dutifully file your Annual Reports and pay
Assessments
• Maintain a set of accurate and complete books
and records
• Avoid scenarios that may permit “piercing the
corporate veil”
• Have a document retention policy

6. Policies and Procedures
Employee Handbook
• Does your business have a handbook?
• Is it followed? Is it regularly updated? If not, get
rid of it.
• Does it confirm employment at will and avoid
creating a contract of employment?
• Does it contain a Non-discrimination Policy?
• Does it contain a Sexual Harassment Policy?
• Do you require an Employee sign off of receipt?
• Identification of employee benefits
• Compliance with both Federal and State statutes

7. Additional Employment Practices
Issues
• Consider implementing clear company policies
related to use of social media, internet, e-mail
• Confirm ownership of company computer and e-
mail systems
• Document employee reviews, both good and bad
• Maintain complete and up-to-date employee files
• Secure Employment Practices Liability insurance
• Review hiring and interviewing procedures and
forms
• Regularly review you application form, job
postings and position descriptions

8. Intellectual Property
Trade, service and certification marks:
• PTO registration ®
• TM or SM
• Diary critical dates for affidavits of continued use
(5-6 year) or renewal (10 years)
• Copyrights – Proper notice
Copyright© 2014 Company Name, Date. All Rights
Reserved
• Publications and website content – include
thorough disclaimers
• Maintain control over blogs/forums

9. Insurance
Commercial General Liability Insurance
• Scope of coverage – coverage for bodily injury
and property damage
Excess Liability or Umbrella Coverage
• Liability limits over and above CGL
Business Property Coverage – Confirm property
and equipment values annually
Workers’ Compensation – List all states
Professional Liability/Errors and Omissions
• Coverage for losses arising out of performance of
professional service
Certificates of Insurance - Frequently ignored

10. Commercial Property and
Equipment Leases
Commercial Lease
• Term of Lease
• Escalation Clauses for rent, operating
costs
• Events of Default – What are they?
• Retain ability to assign or sublease
Subleases
• Approval of form by Landlord
Equipment Leases
• Personal guarantees – NO!

11. Contracts
• Clearly identify the contract parties
• What is the contract term or duration?
• Clearly define the Scope of Services
• Specify terms and conditions of payment
• What constitutes termination or default?
• Who owns any intellectual property created?
• Confidentiality/Non-competition
• Insurance and Indemnification language
• Dispute resolution/litigation
• Amending the contract
• Limits on recoverable damages
• Independent Contractor/Consultant Agreements

12. Website and Social Media
• Include a proper disclaimer of liability for content
and opinions expressed
• Define the terms and conditions of use and require
acknowledgement
• Privacy Policy
• Referral Programs
• Listserv and discussion forum guidelines

13. Summary
• Corporate and legal reviews improve management
and protect the business
• Regularly consider and identify evolving liability risks
• Develop sound policies and procedures for avoiding
liability risks and for addressing such risks efficiently
and effectively when they occur
• Develop a plan for how the business responds when
something goes wrong

14. Robert J. Weil
Law Office of Robert J. Weil, PLLC
4031 University Drive, Suite 100
Fairfax, Virginia 22030
(703) 934 2036 O
(703) 277 7730 F
(703) 399 5671 C
bob@rweillaw.com