Don't Get Sued: Five Tips To Protect Your Company
As a business owner, it's your responsibility to do everything within your means to limit risk and to keep
the business running smoothly. But how does one go about limiting the possibility of a lawsuit to ensure
business continuity? In this article, we'll take a look at five actions you can take today to protect your
company for tomorrow.

1. Watch What You Say and Do
First of all, when it comes to your business image, owners and their employees should avoid making
any public announcements or conducting any business that might be considered questionable. This
means avoiding things like libelous or potentially slanderous statements, but it also means not doing
business with unscrupulous individuals. You may not think it's a problem working for a group of
individuals who are known for shoddy business practices - because you know your company's ethics
are above reproach - but if they take a hit, your company's name may be linked to them in the fallout.

This point also includes limiting any possible conflicts of interest. Business owners and their
employees must avoid situations where a conflict of interest may present itself. Situations such as
these can damage your integrity as a business owner and could land you in legal hot water. For
example, sitting on the town council and helping pass an ordinance that benefits your business would
be a conflict of interest, even if you didn't make a decision with any benefit for your company.

2. Hire a Competent Attorney
Business owners should interview attorneys when they first start up, in order to have a ready legal
contact. You may need this person to advise you before you act or on how to react when you've been
sued.

Owners should also attempt to secure an attorney that is familiar with local laws and customs in the
area in which the business operates. Care should also be taken to retain an attorney with expertise in a
particular field if necessary. If your company is anticipating legal challenges from the Internal Revenue
Service (IRS) or taxation state department it makes sense to hire a tax attorney.

There are several potential resources to help you find a good attorney. These include cold calling and
interviewing from the phone book, professional references from other business owners, or through the
professional organizations to which the company belongs (like the local chamber of commerce or any
sector association

.
Separating Yourself From Your Business
Many business owners own and operate their businesses as sole proprietorships. The only problem
with this is that in the event the company is sued, the owner's individual assets (such as their cars or
home) are fairly easy to attack or attach in a court of law.

The solution to this, or at least a way to limit the possibility that the owner's personal assets might be
the target of a suit, is to have a trust own the business. A trust is a legal entity that, in most cases, files
its own tax return and can own property, businesses, cash, securities and a host of other assets. If a
business is owned by a properly established trust, and it is sued, in most cases the only assets that
can be attacked or attached in a court of law are those that are in the trust itself.

Incorporate
Incorporating separates your company's finances from your own. This makes your house and personal
wealth safe from attack even in the event you lose your business in a judgment. The downside to
incorporating can come from understanding and keeping up with the additional laws, reports and taxes
that the government requires for a corporation.

4. Insure Yourself
All businesses should obtain liability insurance in case (for example), a customer was to slip and fall in
your place of business. Certain professionals, such as insurance agents and/or consultants, should
also consider obtaining errors and omissions coverage to ensure the business should a customer or
client accuses the owner of making some sort of error, or not living up to a contract. (To read more about
this area of insurance, see Filling The Gaps In General Liability Insurance and Cover Your Company
With Liability Insurance.)

If the business is large and has a formal board of directors, it may also make sense to secure directors
and officers liability (D&O) insurance. Once purchased, this insurance protects the directors' personal
assets in a larger suit against the company.

In addition to purchasing insurance, another way to insure yourself against liability is to build protection
into your contracts. If an act of nature, a specific supplier or some other uncontrollable act can make it
impossible for you to fulfill a contract (and thus open yourself up to legal action) then you should be
putting to ink that you are not liable for incomplete work due to these factors. Discussing the possible
clauses and legal phrases needed in your work contracts is one of the best ways to employ your
lawyer's time and it will reduce your need for a lawyer later on in your business venture.

5. Protect Your Files
As most businesses these days work quite intensively on computers, it makes sense to emphasize the
safety requirements for your computer system. Businesses should have updated antivirus and other
types of security software loaded and activated on their systems. If a computer system were to go down
because of a virus, the business may be at risk of not being able to perform certain contracted work. In
addition, key files could be lost or stolen, which could then lead to legal action from clients and/or
suppliers.
Employ Backups
In the event of a massive technological breakdown, you should have a set of backed up files to refer to.
This could mean performing daily, weekly or even monthly backups, and making your clients aware of
which you employ. Keeping these backup files offsite will also help to ensure your company's continued
safety. If you keep these files at your place of business, it is necessary to purchase a fireproof safe in
which to store your files. Should the very worst happen to the rest of your materials and supplies, your
backups would be protected.

Additional Safeties
In the event of a disaster such as a hurricane or fire, will your business be able to function? Failure to
operate could lead to the company's inability to live up to certain contractual obligations or to satisfy
other legal or financial agreements.

Consider securing alternative work sites, portable generators, call trees and/or ways to have employees
work remotely to make it a little easier for your company to perform its work when the the forces of nature
throw you a curve-ball.

Bottom Line
Business owners have the responsibility to protect their companies and their personal assets in the
event of a lawsuit. With these five actions under your belt, your business should be well on its way to a
legal- and hassle-free future.
Asset Types
Knowing the type of claims that can be made will allow you to better plan and protect your property from
seizure and your wages from garnishment. It is also important to understand which types of assets are
more susceptible to claims.

So-called dangerous assets, by their very nature, create a substantial risk of liability. Examples of
dangerous assets include rental real estate, commercial property, business assets, such as tools and
equipment, and motor vehicles. Safe assets, on the other hand, do not promote a high degree of inherent
liability. Ownership of stocks, bonds and individually-owned bank accounts do not incorporate risk by their
very existence.

Understanding the existence of these classes of assets is also very important in asset-protection
planning. Safe assets can generally be owned by you individually or by the same entity since they carry with
them a low probability of risk. However, you do not want to commingle dangerous assets either with other
dangerous assets or with safe assets. Keeping ownership of dangerous assets separate limits exposure
of loss to the individual asset.


For example, a medical practice has obvious, inherent risks of liability. But did you know that if you own the
building in which the practice is operated, that property may also be considered a dangerous asset? If both
the practice and building are owned by you or by the same entity, liability arising from either asset could
stretch to and include the other, exposing both your livelihood and property to risk of loss

Types of Asset-Protection Vehicles
Many different strategies have been developed over the years claiming to protect assets. Some of these
plans use long-standing legal entities to carry out their intent, while others are nefarious and even illegal
and promote a money-making scam on the innocent and uneducated. Some of the more common, legal
vehicles used for asset protection include corporations, partnerships and trusts. (Read The Biggest Stock
Scams Of All Time to learn from others' mistakes.)

Corporations
Corporations are a form of business organization created in accordance with state law. Legal ownership of
the corporation vests in its shareholders, as evidenced by shares of stock. Generally, each shareholder is
entitled to elect a board of directors (B of D) charged with the overall management of the corporation. The
board of directors elects the officers (the president, secretary and treasurer), who are authorized to conduct
the day-to-day business of the corporation. Many states permit a single individual to serve as sole director
and to hold all of the corporate offices.

There are several types of corporations that are used to protect assets: business or C corporations, S
corporations and limited liability companies (LLCs). The appeal of corporations as an asset-protection tool
lies in the limited liability provided to its officers, directors and shareholders (principals). Corporate
principals have no personal liability for corporate debts, breaches of contract or personal injuries to third
parties caused by the corporation, employees or agents. While the corporation may be liable or
responsible, a creditor is limited to pursuing only corporate assets to satisfy a claim: the assets of the
corporate principals are not susceptible to claim or seizure for corporate debts. This protection from
personal liability distinguishes the corporation from other entities, such as partnerships or trusts.

One prominent exception to limited liability is corporate principals relates to providers of personal services.
Personal service liability includes work done for or on behalf of another by doctors, attorneys, accountants
and financial professionals. For example, a doctor who forms a corporation and works for it as an
employee may still be liable for damages attributable to treatment of a patient even though he was working
for the corporation. (For related reading, see Cover Your Company With Liability Insurance.)

In addition, liability protection offered by a corporation will be available only if the corporation carries itself
as a separate and distinct entity, apart from the individual shareholders or officers. If a corporation has no
significant assets, a creditor can attempt to prove that the corporation is not acting as a separate and
distinct business entity but is the alter ego of its officers or shareholders. This strategy is called piercing
the corporate veil, and if successfully proven, it allows the creditor to reach beyond the corporation to the
assets of its shareholders.
S Corporations
An S corporation is similar to a C corporation except that it qualifies for
a special IRS tax election to have corporate profits pass through the
business and be taxed only at the shareholder level. While the liability
protection afforded to C corporations generally applies to S
corporations as well, there are additional qualifications the S
corporation must meet as to the number and type of shareholders,
how profits and losses may be allocated among shareholders, and the
kinds of stock the company can issue to investors.

Limited Liability Corporations
Due to the added formalities imposed on S corporations, a newer entity
has evolved, which affords similar liability protection to corporate
principals as a C corporation and the same "pass-through" tax
treatment of S corporations, but without the formalities and
restrictions associated with an LLC.


General Partnership
A general partnership is an association of two or more persons
carrying on a business activity together. This agreement can be written
or oral. As an asset-protection tool, a general partnership is one of the
least-useful arrangements because each partner is personally liable
for all of the debts of the partnership, including debts incurred by other
partners on behalf of the partnership. Any one partner can act on
behalf of the other partners with or without their knowledge and
consent.

This feature of unlimited liability contrasts with the limited liability of
the owners of a corporation. Not only is a partner liable for contracts
entered into by other partners, but each partner is also liable for the
other partner's negligence. In addition, each partner is personally liable
for the entire amount of any partnership obligation.

Limited Partnership
A limited partnership (LP) is authorized by state law and consists of
one or more general partners and one or more limited partners. The
same person can be both a general partner and a limited partner, as
long as there are at least two legal persons or entities, such as a
corporation who are partners in the partnership. The general partner is
responsible for the management of the affairs of the partnership and
has unlimited personal liability for all partnership debts and obligations.

Limited partners have no personal liability for the debts and obligations
of the partnership beyond their contributions to the partnership.
Because of this protection, limited partners also have little control over
the day-to-day management of the partnership. If a limited partner
assumes an active role in management, that partner may lose his or
her limited liability protection and be treated as a general partner. This
restricted control over the partnership business diminishes the value
of limited-partnership shares.

Trusts
A trust is an agreement between the person creating the trust
(referred to as the settler, trustor, or grantor) and the person
responsible for managing the assets of the trust (the trustee). The
trust provides that the grantor will transfer certain assets to the
trustee, who will hold and manage the assets in trust for the benefit of
another person, called the beneficiary. A trust created during the life of
the grantor (an inter-vivos trust) is also called a living trust, while a
trust created at the death of the grantor through a will or living trust is
referred to as a testamentary trust.

While trusts have been used in many different asset-protection
strategies, there are two basic types of trusts: revocable and
irrevocable.

A revocable trust is one in which the grantor reserves the right to alter
the trust by amendment, or to dissolve a part or all of the trust by
revoking it. The grantor has no such rights with an irrevocable trust.
It's this precise lack of control that makes the irrevocable trust a
powerful asset-protection tool. You can't be sued for assets you no
longer own or control.

Selecting the Right Asset-Protection Vehicle
Now that you're familiar with the most common asset-protection
structures, let's consider which vehicles work best to protect
particular types of assets.

If you own a professional practice or business, your risk of loss and
liability for claims is particularly high, making this type of business a
dangerous asset. Incorporating your business or practice long has
been considered the best way to insulate your personal assets from
liability and seizure resulting from claims against your business.
However, the limited liability company is quickly replacing the standard
business or C corporation as the asset-protection entity of choice.
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