Ongoing Business Counsel for eCommerce Companies

By Paul S. Rafelson, Founder, Rafelson Law PLLC

What does ongoing counsel cover?

• Contracts. Review of supplier, distributor, services and customer agreements before signing and of terms that arrive after the fact. See contracts for online businesses.
• Corporate records. Minutes and resolutions, ownership records, annual filings and registered-agent matters.
• People. Employment agreements, contractor arrangements and restrictive covenants. See employment agreements and non-competes.
• Marketplace and platform questions. Policy changes, account notices and listing issues, and our Amazon and compliance lawyers take over when a question becomes a dispute.
• Intellectual property. Who owns the brand, the photographs and the designs and whether the paper shows it. See intellectual property for online businesses.
• Tax and sales-tax questions that need legal input, coordinated with the company’s CPA.

What is an entity clean-up?

An entity clean-up brings a company’s paper into line with how it actually operates. Typical problems are an LLC with no signed operating agreement, owners who joined without being documented, missed annual reports or a lapsed registered agent, a company that never registered in a state where it does business, an old entity still holding a brand or an account and trademark applications filed in the wrong name. A clean-up ends with the records matching the business. The hard part is sequence and proof: a resolution ratifying a decision nobody wrote down, an owner admitted years late, a trademark refiled because the wrong entity filed it. We decide what is fixable on paper and what needs a new filing, and we document it for the buyer’s lawyer. Finding these problems early is far easier than finding them during a buyer’s diligence.

When is a clean-up most useful?

• Before a sale, a financing or an investor’s review.
• Before the owners change.
• When a marketplace, bank or insurer asks for company documents that do not match.
• After an owner departs or a joint business arrangement between owners ends.

See selling an eCommerce business and buying an online business for how the paper looks from the other side of a deal.

How does ongoing counsel work in practice?

You tell us what is happening, we answer or point out what needs a closer look and we write down the decisions that should be written down. You do not need a dispute to call us. Some questions need only a short call. Others need a closer look, and we tell you which at the start. If a question turns into a dispute, our attorneys can take it forward through advocacy.

How do I get started?

Contact us. Tell us about the company, the owners and the question or clean-up you have in mind, and we will tell you whether we can help.

Paul Rafelson is admitted in Florida and New Jersey. Katie Dariano is admitted in New York. For a matter governed by another state’s law, or in another state’s courts, we bring in local counsel or seek admission as the rules require.

Frequently asked questions

Related pages

Sources and notes

• State LLC and corporation statutes on annual reports, registered agents and reinstatement, including Fla. Stat. §§ 605.0212, 605.0714 and 605.0715.