How Outside General Counsel Can Help Your NYS Small Business

When you start or are running a business, there are a few legal questions that may arise.

Okay, maybe a zillion.

And you’ll need answers ASAP.

That’s why even a small New York business owner should have an outside general counsel. An outside general counsel is a legal advisor to a company and its owner. This attorney counsels on potential legal issues and provides guidance on to comply with state and federal law and avoid future pitfalls.

Here are a few of the areas in which an outside general counsel can help a New York Small business and its owner:

Business Organization and Drafting Formational Agreements

An outside general counsel can help an owner choose the right legal entity and then form it properly. There are a number of factors that go into choosing the right structure, and it should be a thorough and thoughtful process. Once formed, your attorney can help by:

  • Drafting documents that govern how your company will operate with respect to profit distribution, decision-making, conflict resolution, transfer of ownership, and other important considerations.
  • Providing guidance on obtaining the required licenses and permits necessary to carry out your business.

In the excitement of the moment, it’s easy for entrepreneurs to overlook these key documents, but they will be referred to and required throughout the lifetime of the business. Getting it right the first time is essential to the long-term prospects of the business.



Contracts are made and operated under every single day in a business. There are contracts with customers, partners, vendors, contractors … and more. Some are written, some are oral. Some are more enforceable than others. Some have terrible terms that can really harm your business if they are agreed to. An outside general counsel can review the terms of your contracts and advise you on what needs to be modified to protect your interests.

An outside general counsel will handle contract drafting and revisions, and execute legally enforceable agreements, such as:

  • Standard customer terms and conditions;
  • Commercial leases;
  • Nondisclosure agreement;
  • Restrictive covenants with various parties;
  • Intellectual property licensing agreements; and
  • Independent contractor agreements

To name a few. Plus, you attorney will aid if there are questions or disputes. An outside general counsel helps try to thwart litigation and protect and preserve corporate assets.

Employment Issues

Unless you’re a sole proprietor, you’ll have people helping to run your business. Even if it’s you and a few family members, you’ll need to have the proper framework for employment issues that can come up now … and later when you expand to 50 employees.

Some of the issues include workplace hazards, discrimination, pay, and overtime. An outside general counsel can create an employee handbook, policies, and procedures, as well as restrictive covenant agreements for employees. These contracts can protect the company’s proprietary information.

With that in mind, intellectual property protection is critical. An outside general counsel can help you identify and protect your company’s greatest asset – it’s know how.



An outside general counsel is the answer to many of the zillion questions that business owners have when they start out and when they travel down the road. Schedule a complimentary consultation with LOVE LAW FIRM to learn how we can be the outside general counsel you’ve been looking for.

Francine E. Love is the Founder & Managing Attorney at LOVE LAW FIRM, PLLC which dedicates its practice to serving entrepreneurs, start-ups and small businesses. The opinions expressed are those of the author. This article is for general information purposes and is not intended to be and should not be taken as legal advice. 

If you like this article, check these out as well:

Stop Overcomplicating Your Contracts

Questions to Avoid when Interviewing a Job Candidate

Francine E. Love
Connect with me
Founder and Managing Attorney at Love Law Firm, PLLC which dedicates its practice to New York business law