Forming an Ohio corporation has several legal requirements. The corporation is required to register with the secretary of state. The corporation is required to hold annual shareholder meetings. At the first shareholder meeting, the shareholders must sign corporate bylaws, elect a board of directors, and elect the essential officers. An Ohio corporation can be owned by a single person, but is still required to elect a board of directors and the 3 essential officers: President, Vice President, and Secretary. An Ohio corporate lawyer can help you form your corporation and comply with all legal requirements.
Bylaws and Governing Documents
Ohio corporations are required to have bylaws. However, Ohio corporations are not required to have shareholder agreements. As a corporate litigation attorney, I frequently consult with clients that would save thousands of dollars and avoid complex corporate litigation if they had a quality shareholder agreement. Therefore, I always advise corporations to have contractual agreements in place, either through the bylaws or shareholder agreements, that thoroughly detail the rights of shareholders. A corporate lawyer can draft or review these documents for you.
As an Ohio corporate attorney, I help shareholders resolve shareholder disputes, typically arising between minority shareholders and majority shareholders. These disputes are legally complex, as majority shareholders often also hold positions within the corporate board of directors and as an officer. Shareholder disputes often result in litigation against majority shareholders, the board of directors, or minority shareholders attempting to sell their shares and exit the business. A corporate lawyer is critical in helping clients achieve these goals.
Contracts and Transactional Issues
Since most corporate disputes involve relationships between parties, most corporate legal disputes involve contracts or transactional documents that create or govern those business relationships. The way a business is operated must comply with the bylaws, the rights of shareholders is governed by the shareholder agreement, mergers and acquisitions are controlled by transactional documents etc. Many corporate lawyers serve only as in-house transactional and compliance counsel, never taking legal disputes to court. However, as a corporate attorney I focus on corporate litigation and M&A. This means that when a business needs to litigate a dispute or needs guidance on a large transaction they hire me as outside counsel.
Securities Law Issues
Corporations often sell shares of the business or enter into other investment transactions. When these investments are worth $250,000 or more, the corporation must comply with securities laws and regulations. This includes providing an extensive and comprehensive investment prospectus to any potential investor. Corporations that wish to take on these investors or offer shares for sale to the public need to consult with a securities lawyer.
As an Ohio corporate lawyer I focus on corporate litigation and M&A. For more information on mergers and acquisitions, please read my other articles on the subject.
As a corporate lawyer, I am ready to help you resolve disputes and navigate M&A. To get started, please contact me today.
I started my law firm straight out of law school as a business law firm in Ohio. I went back to school and acquired my patent license while growing my firm. After practicing law for 4 years, I decided to transition my practice into exclusively patent law. Then, I decided to transition out of solo practice and join a team of attorneys and paralegals. Now, I run the business law and patent law departments of Doucet Law.