"It's Okay, I Formed My Company Online..."

A large part of my law practice is business formation and representation, and I hear this entirely too often: "Oh, I just went onto the state website and formed my LLC/corporation, it was easy!"

Then I start asking questions:
Are you in business with somebody? Lemme guess, 50/50, right?  If so, do you have a company agreement or bylaws?  If you don't have a company agreement, how are you going to resolve issues where you fundamentally disagree?  In fact, you should have a CA even if it's just you, so that if you bring on another owner later, you'll have a framework for how to do that.  And did you have an organizational meeting or annual meetings?  If so, did you make a record of the meeting?

The answer is usually, "Well, no, I just have this Certificate of Formation..."

Or I'll have somebody come in who used one of those online services that included a company agreement, but the agreement doesn't cover what they're worried about, and there wasn't anybody to ask when they originally formed the company.  And they haven't had a meeting since they started the company (one of them hadn't had an annual meeting or minutes in the 12 years he'd been in business).

One size often does not fit all.  That's why it's important, maybe even crucial, that people starting a business talk with a business lawyer about how to do it.  Not having a company agreement can put you in a death grip with another owner of the LLC if you fundamentally disagree.  Not having annual meeting minutes can result in you being personally liable for debts and obligations of the LLC or corporation if you get sued.  This stuff matters.

If you're thinking of starting a business, talk to a business lawyer as a part of your due diligence.  If you're already in business but behind the curve on one of the issues discussed above, talk to a business lawyer.  Yes, it's how we feed our children, but it's also money well spent to get you started off on the right foot (or get you back on track).