What legal documents does a business need?

Legal documents help you control risk and protect your company from potential threats. Whether contracts, permits, licences, or other forms of agreement, having the right legal documents can make all the difference when it comes to running a successful business.

I’m going to cover some of the essential legal documents every business needs and explain why each is important. It is also really important that if you are selling your business, documents cement the value of your business, they document your relationship with customers, suppliers and other third parties.

Here is a list of the key legal documents you need as part of your business in order to ensure productive business relationships and most importantly, business success.

Important legal documents for your business

When setting up a company in Ireland you will need to be aware of the following legal documents that are essential for businesses:

  1. Register the Business Name

The first step to starting a business in Ireland is to register your business name with the Companies Registration Office (CRO). This is important as it will be used for your trading activities, as well as when applying for licences and permits related to the business.

  1. Director’s Statement

A director’s statement must also be filed with the CRO indicating that you will be responsible for all matters of the company and conform to Ireland’s Companies Act 2014.

  1. Company Constitution

This document outlines the purpose and internal management of your business and must be signed by each director and secretary of the company.

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.

  1. Register with Revenue Commissioners

All businesses operating in Ireland must register with Revenue Commissioners in order to pay taxes related to their operations. It is important to contact them directly for filing requirements specific to your business structure.

  1. Register for VAT (Value Added Tax)

If you are selling goods or services that are subject to VAT, you must apply for a tax registration certificate from the Revenue Commissioners which can be done online or through their local tax offices.

  1. Other Licences & Permits

Depending on your industry, you may need additional permits or licenses issued by local councils or other statutory authorities; contact us directly for more information on what specific requirements you need in order to operate legally in Ireland.

Minutes of meetings

It is critical that you document what happens at major meetings. Minute-taking can play an essential role in the running of your company.

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.

Employment contracts

In Ireland, it is a legal requirement that 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 minimise potential risks.

It can contain key clauses that can be extremely useful, for example 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 (via a non-compete clause).

All employment contracts should be reviewed by an experienced employment law solicitor before being given to an employee to sign.

An employment agreement is a crucial part of running a business in Ireland, as it can help protect both employers and employees by ensuring each party knows what is expected of them and what rights they have.

A well-crafted employment contract outlines the roles, responsibilities, and expectations of each employee, which helps to eliminate confusion and potential disputes that can arise in the workplace.

Additionally, the employment agreement provides legal protection for businesses in the event of disagreements or changes in circumstances; without a contract in place, businesses may find themselves liable to costly settlements if an employee takes action against them.

Furthermore, it ensures there is mutual respect between employer and employee and sets out clear rules for work performance so that expectations are met on both sides.

Employee handbook

This can outline the company’s mission, values and expectations for all staff members.

A comprehensive handbook can also provide employees with an understanding of their rights as workers, and outline the rules and procedures that must be followed.

Having an employee handbook is important to help ensure employers are compliant with legal and regulatory requirements regarding workplace health and safety, equal opportunity, harassment policy, discipline procedure, leave regulations and more.

An employee handbook can set out structured guidelines on how to deal with various situations in the workplace. With clear policies in place, this helps to reduce the risk of misunderstandings between employees and minimise potential disputes.

Partnership agreement

A partnership agreement is important when you start a business with other co-founders rather than setting up a company. It provides clear guidance about the business partnership and how the business is to be run.

The Partnership Agreement allows each Partner to express their own views on key areas of the Partnership relationship and decide what responsibilities they are willing to take on.

It sets out contingencies for resolving disputes and covers any unexpected events or changes that may occur in the future.

Having a comprehensive Partnership Agreement with detailed clauses which provide clarity on all aspects of running a successful business, can help protect both existing and new Partnerships from unforeseen problems later.

The Agreement can provide legal protection for all parties involved and can be used as the basis for a new partner joining the business. A Partnership Agreement will also contain provisions relating to the termination of the Partnership and the consequences of a breach of the Partnership Agreement.

Shareholders agreement

A shareholders agreement is an important legal document that outlines the rights and responsibilities of shareholders in a private company.

It is a contract between individual shareholders that sets out clear expectations and rules governing how the business will be managed and operated.

A well-drafted shareholders agreement can provide greater protection to business shareholders by anticipating potential issues that could arise, as it specifies how disputes are to be dealt with, defines the scope of future investments or borrowing, and regulates dividend payments, amongst other things.

Having a shareholders agreement in place will help to bring clarity, protect each shareholder’s interests, mitigate potential financial loss and reduce the risk of legal disputes arising from misunderstandings.

Non-disclosure agreement

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.

Confidentiality agreements between two or more parties can also help to set confidentiality expectations.

Contractor agreements

A contractor agreement is a legally binding document between a business and an independent contractor, which outlines the terms of their working relationship.

It should include details about the services to be provided, payment terms, confidentiality obligations and more.

Having a clear contract in place can help protect both parties from potential disputes or misunderstandings further down the line.

Contracts with customers and suppliers

Agency agreement

An Agency Agreement is a contract between two parties, whereby one party (the “Principal”) appoints another party (the “Agent”) to act on their behalf. This can be used in many different circumstances and is often used when companies are looking to outsource certain services or operations, for example, sales, marketing or logistics.

Distribution agreement

The Distributor will often be responsible for marketing, selling and distributing the Supplier’s products in return for a commission. This agreement outlines the terms of the arrangement, including payment arrangements, the territory covered and any restrictions on the Distributor’s activities.

Licensing agreement

This type of agreement could include any form of creative work such as music, software, or artwork, but also includes patents, trademarks, and copyrights. It outlines the scope of the license, the payment terms and any other restrictions or obligations that must be adhered to.

Website Privacy Policy and Website Terms of Use

With e-commerce growing, the law on online businesses as become more stringent. Site providers must define how users can use their personal information in implementing their privacy policies.

Increasing personal data privacy can help websites comply with lawful requirements related to data gathering and help prevent future litigation related to a data privacy violation.

Your website’s terms and conditions of usage define the legal relationship between the website operator and users and ensures that users accept the conditions on your website.

It is not a legal requirement to place your site’s terms of use on your website, it is a good idea to set out 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 to contribute to blogs or to share their content, then your terms and conditions should let visitors know what they can or can’t do or say.

Non-compete agreement

More and more businesses have adopted stricter contract and non-compete obligations for existing and new employees to comply.

In competitive industries, this agreement can assist businesses in protecting their private and sensitive information. Non-compete covenants limit employees ability to work in competing businesses within a specific geographic area or for a specified duration.

Business plan

A good business plan will clearly define a company’s objectives and set out how it plans to achieve it’s goals. Your business plan will set out a road map for sales, marketing, finance and operational issues.

You might be putting a business plan together in order to get a loan from a bank, to attract an investor or to sell your business. Make sure that your business plan is properly tailored towards your audience.

Heads of terms

Heads of Terms fall somewhere between a handshake and a formal contract. It may document the basis upon which you are willing to sell your business, a significant investment in your business, an important conversation you have had with suppliers or set out the basis of your relationship with potential partners and others involved in your 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.

Directors’ service agreements

Senior employees have higher salaries and are likely to receive more responsibilities, so special contracts are necessary.

A director’s service agreement outlines crucial conditions for senior personnel and gives directors and the company confidence and security in respect of their engagement terms and conditions.

Intellectual property agreements

Having an intellectual property agreement in place is vital for any business.

Not only does it serve to protect the proprietary products and services, but also the integrity of your brand.

Without such an agreement, businesses could be exposed to a wide array of legal and financial risks related to breach of copyright, patent or trademark infringements, and other infringement claims.

Moreover, should a dispute arise without such an agreement in place, there would be little legal recourse to prevent another company from profiting from your hard work or taking ownership of the products or services you created.

It is important that businesses protect their intellectual property assets by setting forth clear terms and conditions in a legally binding written agreement.

For help with all aspects of business law, contact us now.

Article by: Milan Schuster