Business Law

An operating agreement is often useful even for a small or single-owner LLC. It explains how the company is managed, how decisions are made, what happens if ownership changes, and how the members intend the business to operate internally.

The New Hampshire Secretary of State does not review an LLC's private operating agreement when the business is formed, but the document can be important later if there is a dispute, a new partner, a sale, a death, or a financing question.

An operating agreement can also help show that the LLC is being treated as a separate business rather than as the owner's personal account. That matters because courts sometimes discuss "piercing the veil" when someone asks to disregard the LLC's separate status and pursue an owner personally. An operating agreement by itself does not prevent that result, but it can be one piece of good LLC housekeeping, along with separate bank accounts, accurate records, proper signatures, and avoiding commingling business and personal funds.

Operating agreements are a common part of Business Law work.

A business should consider updating its operating agreement when ownership changes, a new member is added, a member leaves, management responsibilities change, the business takes on significant debt, or the owners want clearer buyout or succession terms.

Older operating agreements may not reflect how the business actually functions. A review through the Business Law practice can help align the documents with the current ownership, tax, management, and estate planning picture.

A new business should keep formation documents, operating agreements or bylaws, ownership records, tax notices, contracts, leases, licenses, insurance information, meeting records if applicable, and important communications with lenders, vendors, or partners.

Good records make it easier to respond to disputes, sell the business, add an owner, obtain financing, or handle succession planning. Document organization is a practical part of Business Law for small businesses.

Before adding a business partner, consider ownership percentages, management authority, capital contributions, compensation, decision-making rules, buyout rights, dispute resolution, tax treatment, and what happens if someone dies, becomes disabled, or wants to leave.

A new partner can be a good step, but the arrangement should be documented before everyone relies on informal expectations. These issues are central to Business Law and often connect to estate planning for closely held businesses.

Useful documents may include a letter of intent, purchase agreement, bill of sale, assignment documents, lease assignment or landlord consent, financing documents, noncompete or nonsolicitation terms where appropriate, corporate approvals, and records showing authority to sell or buy.

The right documents depend on whether the transaction is an asset sale, equity sale, family transfer, or other arrangement. A Business Law attorney can help identify what must be documented and what due diligence should be completed before closing.

Usually earlier than expected. Succession planning is easier when the owner can still think deliberately about authority, ownership transfer, key documents, and how the business should coordinate with the owner's estate plan.

A closely held business is often tied to a family's estate plan, real estate, and income. Waiting until death, disability, conflict, or a proposed sale can leave fewer options. Our Business Law work often overlaps with Estate Planning for this reason.

A family business should consider who will manage the business, who will own it, whether all children or heirs should be treated the same way, how inactive family members will be handled, and whether the business can survive the death or incapacity of a key person.

Succession planning usually involves business documents, tax and financial advice, estate planning, and candid family discussion. Our Business Law and Estate Planning work often overlap when a closely held business is part of the family plan.