Issues to consider when your new business is a corporation

One of the first considerations when starting a business in Maryland is how it will be structured. Making the decision to incorporate your new business involves more than just filing the Articles of Incorporation. Protecting yourself and the corporation involves additional considerations.

Corporations are required to maintain certain records. If those records are not properly and timely completed, the corporation could lose its good standing, which would open you up to liability from which the corporate structure is supposed to protect you. An attorney can help identify the documentation you need and help maintain it.

Outlining the rights and responsibilities between shareholders and the corporation is crucial. The same can be said of its directors and employees. If any disputes arise between the corporation and any of these parties, the agreement can govern how those issues will be resolved. This could help avoid costly and time consuming litigation in the future.

When it comes to employees, policies and procedures for a myriad of issues need to be addressed. A manual that is given to each employee can help protect the corporation from employment claims. Sexual harassment, discrimination and wage and hour issues -- among other things -- need to be clearly defined. Moreover, the manual needs to provide specific guidelines to employees, supervisors and managers regarding how these issues will be handled internally. Even though the corporation may not be able to avoid claims being filed against it, any liability could be reduced -- or eliminated -- if it can be shown that the proper procedures were followed in accordance with the established policies.

You will most likely need assistance drafting all of the documents needed for your new business such as the bylaws, employee manual and any agreements among shareholders, directors or employees. In order to ensure that they comply with all current federal and Maryland laws, it would be beneficial to engage the services of a corporate attorney from the outset. Any flaws in these documents will give others the chance to pierce the corporate veil and potentially hold you personally liable.

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Daniel S. Willard, P.C.
9401 Rockville Pike
Bethesda, MD 20814

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