A savvy business has their legal documents in order, if you need help let us know.
These are the top 10 legal documents Adams Law LLP suggest every business has on hand.
1. Companies constitution
Limited companies now have a constitution instead of a Memorandum & Articles of Association. Under the new Companies Act 2014, a constitution replaces the Memorandum and Articles of Association for aLimited company. Companies do not have to state objects if they are registered as aLimited company. The Act removes the requirement to set out what objects the company has been set up to do. This is a key document that you will to provide to your bank if you are opening up a business account and in many other legal and commercial dealings.
It is critical that you document what happens at major meetings. The company secretary should keep written minutes of what was done or talked about at formal meetings, including any decisions made or actions taken. They can help settle a dispute about what happened or didn’t happen in a past meeting. The minutes should be detailed enough to serve as your corporate record of what was said, discussed and agreed. They should include: type of meeting (EGM, AGM or Board meeting) time and place of meeting, detailed attendance, all actions taken (purchases, elections, etc.), as well as any votes including how everyone voted and who abstained.
3. Shareholders Agreement
As you are aware a company is a separate legal entity, it is really is critical that the owners of the company regulate their own relationship. This is not an issue if the company is owned by one shareholder. Very often though shareholders forget to put in place a shareholder’s agreement or intend putting in place a shareholder’s agreement but invariably they do not get around to putting it in place. Your only alternative in the event of a dispute over the company or your shares is to either try and resolve the matter by way of alternative dispute resolution methods or to go to Court. However, if you cover the key dispute issues in a shareholder’s agreement then you may avoid needless and costly litigation. A shareholder’s agreement will include a whole range of matters such as dividend policy, the sale of shares, how to resolve deadlock situations, valuation of shares on a sale and many other specific requirements of the shareholders in relation to their relationship with other equity parties.
Every business has information that should remain private, such as customer lists, financial records, or ideas for a new pricing plan. An NDA is your first line of defence in protecting this information. This legal document creates a confidential relationship between your business and any employees, contractors and other business partners who might come into possession of sensitive business information relating to your operations.
5. Employment agreement
Under Irish Law every contract of employment must be set down in writing. An employment contract sets the obligations and expectations of the company and its employee in order to minimize future disputes. It should contain key clauses that can be extremely a useful if you want to dissuade certain new employees from leaving your company too soon, disclosing confidential information about your business, or going to work for a competitor. All employment contracts should be reviewed by an experienced employment law solicitor before being given to an employee to sign.
6. Business plan
There is no particular guide as to how long your business plan should be as long as it sets out the company’s goals and strategy and a roadmap for achieving those strategies and goals.
7. Heads of Terms
Heads of Terms falls somewhere between a handshake and a formal contract. It documents any important conversations you have with suppliers, potential partners and others involved in the business. Heads of terms are a handy way of laying out the terms of an agreement or relationship in writing without it being legally binding.
8. Online terms of use
Albeit that it is not a legal requirement to place your sites terms of use on your website, it is a good idea to set these terms in order to govern the access to your site by customers and visitors. In addition, it may be important to limit your liability in cases where there are errors in the content of the website, as well as information contained in any hyperlinks from your website. Furthermore, if your website allows visitors contribute to blogs or to share their content, then your Terms should let visitors know what they can or can’t do or say.
9. Online privacy policy
A lot of websites gather private information from customers or website visitors (such as email addresses). You are legally obliged to have a privacy policy on your website that outlines how this information will be used and not used.
10. General Terms and Conditions
Businesses involved in the sale of goods or the supply of services should have a standard set of general terms and conditions setting out the basis upon which the company is willing to do business. These terms would include details in respect of limitation of liability, retention of title, delivery, breaches of contract and other critical contractual matters.
You should talk to us in relation to your requirements in respect of these fundamental documents. Successful business is about limiting risk, we can assist you in tackling the key risk issues for your business.
Contact Milan Schuster of the commercial department of Adams Law.
