Butler County Business Law Attorneys

Most business legal problems are cheap to prevent and expensive to fix. The operating agreement nobody wanted to pay for becomes a six-figure dispute when a partner leaves. The handshake with a supplier becomes uncollectible when the invoices stop. The lease signed without reading the guaranty clause follows an owner personally after the business closes.

We work with owner-operated businesses across Butler and Warren Counties: trades and construction, restaurants and retail, professional practices, trucking and logistics, rental property owners and family companies moving to a second generation. The work is practical and priced so that a small business can actually afford to do it right.

Choosing and forming an entity

Formation is more than a Secretary of State filing. We handle the articles, the statutory agent, the EIN, the organizational resolutions, membership certificates and the initial capital contributions — the records that determine whether the liability shield actually holds up when someone tries to pierce it.

The operating agreement is the important document

Ohio does not require an LLC to have an operating agreement. Without one, the default provisions of Ohio's LLC statute govern your company, and those defaults were not written with your business in mind. A real operating agreement answers the questions that eventually get asked:

Every one of those is easy to answer at the start, when everyone likes each other, and brutal to answer in litigation.

Contracts

We draft and review the agreements a small business actually uses: customer and client contracts, subcontractor agreements, master service agreements, purchase orders and terms of sale, independent contractor agreements, employment offer letters, confidentiality agreements, and non-competition and non-solicitation covenants. Ohio will enforce a restrictive covenant that is reasonable in duration, geography and scope and that protects a legitimate business interest — the overbroad forms circulating online often get rewritten or thrown out entirely by a court.

Commercial leases

Whether you are the landlord or the tenant, the lease decides more about a business's economics than most owners realize. We negotiate base rent and escalations, common area maintenance definitions and caps, options to renew and to expand, permitted use and exclusivity, build-out allowances and who owns improvements at the end, assignment and subletting rights, default and cure provisions, and personal guaranties — including how to limit or burn off a guaranty over time.

Buying or selling a business

We represent buyers and sellers in asset and equity transactions: letters of intent, due diligence, purchase agreements, allocation of the purchase price, non-competes, seller financing and security, escrow and holdback terms, assignment of leases and contracts, and the closing itself. Asset deals and stock deals carry very different liability and tax outcomes, and that choice should be made deliberately at the letter of intent stage rather than discovered at closing.

How a business sale moves

1. Letter of intentPrice and structure are set, including whether it is an asset or stock deal.
2. Due diligenceThe buyer reviews the contracts, leases and liabilities.
3. Purchase agreementPrice allocation, non-competes, seller financing and holdback terms.
4. AssignmentsLeases and contracts are assigned to the buyer.
5. ClosingDocuments are signed and the business changes hands.

Succession and exit planning

A family business is usually the largest asset in an estate and the hardest one to divide. We coordinate business succession with estate planning so the two actually work together: buy-sell agreements funded with life insurance, transitions to children who work in the business without disinheriting the ones who don't, key employee retention, and trusts that hold an ownership interest without paralyzing operations.

Disputes and collections

Contract disputes, unpaid accounts, partnership and member disagreements, non-compete enforcement, construction and mechanic's lien claims, and commercial evictions. We start with demand and negotiation because litigation is usually the most expensive way to be right, but we file when filing is the only thing that will get attention.