Think about it. How much coding does Mark Zuckerberg actually do? What did Arthur Lok Jack really know about chocolate and food manufacturing before he bought Charles Candy and turned it into the regional giant that is Associated Brands? Both these men have built billion-dollar companies, but they didn’t do it alone.

And you know another thing that you’ll find common with all these businesses? They all rely on the services of qualified legal professionals to keep their business out of trouble or get it out when trouble comes calling.

As a small business owner, you should recognize that the business environment is rife with risks. And just as you would need an accountant to help manage your financial risk, you need a corporate lawyer to help combat and minimize your legal risk.

If you have been in business for many years and are still wondering if you really need a corporate lawyer, you may have exposed your business to serious legal risk already. If your business is still new, then you may be just in time. Here are 8 reasons why you need to contact a corporate lawyer pronto.

#1: Advice on business structure

All businesses must operate within a structure. This is because, at its most fundamental, the law relates to businesses on the basis of their structure. For instance, company tax laws cannot apply to you if you run a sole trader. But once you establish an LLC, no matter how small, these laws apply.

For businesses that fail to seek relevant advice regarding the appropriate legal structure for them, serious problems can ensue. Apart from this, you may lose out on several legal benefits of using one structure over the others.

#2: Draft and review legal documents

As a business owner, you will be involved in the creation of numerous legal documents. These could range from notices on obligations expected from you by the authorities to documents of lease relating to property.

They could also involve infinitely more important documents such as your company’s articles of incorporation, by laws, or your founder’s/shareholder’s agreement, which form the backbone of your business.

All of these documents will include provisions that should be dissected and properly explained to you in order to protect your business’ interest. A corporate lawyer will be vital to ensuring that you are not cheated on these documents and provide assistance with drafting favourable documents when the need arises.

#3: Provide advice on crucial business contracts

How many times have you begun negotiations with a supply partner or someone else and saw terms or provisions you didn’t understand? If this has happened to you frequently, you’re already courting trouble.

It is incredibly dangerous to enter into agreements which you don’t understand or the ramifications of which are not clear to you. Having a corporate lawyer on your end of the table ensures that you can tell exactly what is on the table and what you need to do to make it more favourable.

#4: Perform due diligence

Due diligence refers to measures that a diligent buyer or seller should take before entering into a binding agreement. It especially relates to the sale of land, a stake in a business, strategic partnerships and joint ventures etc.

The need for due diligence arises from a legal rule: “caveat emptor” or buyer beware. Basically, it means that if you enter into a binding agreement without finding out facts you could have if you had taken the trouble to, you will remain bound by the agreement.

So, if you sold a stake in your business to a buyer and thereafter discover that they’re going bankrupt, you may have sold your business for peanuts. And you will be bound by the agreement. But by involving a corporate lawyer from the start, they could help you investigate the buyer thoroughly, so you are certain they have the capacity to buy.

#5: Keep an eye on regulatory changes

Even when a corporate lawyer is not actively providing advice on your day-to-day business activities, they are vital for keeping updated about regulatory changes and how they affect your business.

There are two advantages here. First, you can get a broader spectrum of updates from a corporate lawyer than you would get on the news, Facebook or some other subscription. Second, along with the updates from your lawyer, you can get detailed advice on how the changes affect you and what you should do about it.

One of the common reasons for business failure, as found by CB Insights, is an inability to keep up with regulatory changes. Did you know the Companies Act was amended in 2019 to include the issue of share issuance and beneficial ownership? No… Well your Corporate Lawyer could have kept you abreast. Don’t let your business be taken by surprise. Retain a corporate lawyer for timely notification and advice.

#6: Counselling on employment-related issues

If you have even a single employee, then this is advice you should not be missing out on. Most labour and employment laws apply whether you have one employee or hundreds. Do you adhere to requirements such as minimum wages, maternity, sick leave, holiday entitlements etc?

All of these laws impose specific obligations on employers and will require active integration into your business processes. If you don’t do what is expected of you, your business will be open to legal liability. And as far as the law is concerned, ignorance of the law is not an excuse.

A corporate lawyer will explain all the laws that should apply to your business, based on your industry and legal structure. They will also advise you on how to comply with them.

#7: Legal support to your accountants

No matter how good your accountant is, they will always benefit from the involvement of a good corporate lawyer. That’s why at FirstLink we provide businesses with a comprehensive range of finance, legal and HR solutions. While your accountant’s responsibility is to arrange your financial affairs in line with best practices and legal rules, your lawyer will be vital to explaining the legality of your financial practices.

Perhaps most importantly, they will be very vital to explaining how those practices have been perceived and interpreted in the courts and what it means for you. So, if you are thinking about trying out a tax avoidance move, you should obtain specialist advice on its legality or otherwise.

#8: Elude or fight legal challenges

Although a corporate lawyer’s main brief is to keep your business out of trouble, there’s no better partner you’ll want if trouble comes anyway. Your corporate lawyer will be vital to assessing the level of legal threat and what steps can be taken to diffuse the situation.

And if all else fails, they will be able to either fight aggressively on your behalf whether that is via mediation, arbitration or litigation.

Conclusion

Although you may look on the services of a corporate lawyer as a luxury that your business may be unable to afford, your view may be wrong. Rather, not having a corporate lawyer on your side may be the most dangerous luxury that you can ill afford.

To ensure that your business gets on and remains on the right legal path, do your best to retain a sound corporate lawyer. It may not be as costly as you may think. At FirstLink, we offer several packages to suit the budgets of startups and small to medium businesses.

We also offer a Legal Health Check solution which is a cost-effective way to determine what risks your business may be exposed to. If you would like to discuss the various risks your business may be exposed to and remedies to solve them, schedule a free consultation today to learn more about how our services can protect your startup or small or medium business.

This article seeks to provide a step-by-step guide for registering or incorporating a limited liability company at Registrar General in Trinidad and Tobago.

Where Do I Register a Company?

The registration of companies is done by the Companies Registry which is a division of the Registrar General Department of the Ministry of Attorney General and Legal Affairs. There are four locations within Trinidad and Tobago. We have included below the addresses and contact numbers for each location. They are:

North (Head Office)

AGLA Tower, Government Plaza
Corner of London and Richmond Streets, Port of Spain
Telephone: (868) 625-9971

East

Pennywise Building, 2nd Floor
10-10A Devenish Street, Arima
Telephone: (868) 667-1700

South

#9 Leotaud Street, San Fernando
Telephone: (868) 653-4858

Tobago

Caroline Building No. 2
#11 Hamilton Street, Scarborough
Telephone: (868) 639-3210

Who Can Register a Company?

According to Section 8 of the Companies Act, Chap. 81:01, any one or more incorporators may form a company providing that these incorporators ARE NOT:

• less than 18 years old;
• mentally ill within the meaning of the Mental Health Act, and
• is an undischarged bankrupt having been adjudged or otherwise declared bankrupt under any law in force in Trinidad and Tobago or elsewhere.

Now hold on… Some of you who previously register companies may be thinking “what is an incorporator and how come I didn’t need to get one of those to register my company?” But don’t worry let us add some further clarification.

Firstly, if you ever registered a limited liability company there was an incorporator. An incorporator is simply a person or business entity that prepares, signs and files the articles of incorporation to Registrar General for the purpose of registering a company.

It is important to note that the Companies Act makes provisions for the incorporator to be listed a member (shareholder) in the company unless the right is waived by the incorporator.

Furthermore, there are additional requirements for incorporators who are foreign investors. Section 4 of the Foreign Investment Act, Chap. 70:07 requires a foreign investor to notify the Minister of certain requirements in writing prior to proceeding with an application to incorporate a company at Registrar General.

Which Forms Do I Need and How Much Does It Cost?

Step One – Conduct a Preliminary Online Name Search

The Business Names Act prohibits the registration of similar or identical names. Ideally, an individual is required to conduct an online name search to ensure that their company name is not already taken. Searches can be conducted using the following Online Name Search link.

Step Two – Conduct a Business Name Reservation

Fill out the Application for Name Search and Name Reservation – Form 25 and submit it to the Companies Registry. There is a processing fee of $25. A decision on whether the name was approved or rejected will be communicated within 3 working days.

Step Three – Incorporate Your Company

Once the name search has been successfully approved, the incorporator is required to fill out and submit the following documents along with the prescribed processing fee:

• Articles of Incorporation – Form 1 $400
• Notice of Directors $40
• Notice of Address $40

In addition to the above fees, an additional sum of $40 is charged for the issuance of the Certificate of Incorporation which is payable upon submission of the above documents. An official Certificate of Incorporation will be available for collection within 3 working days provided all documents are in order.

And that’s it! You’re now a proud director of a limited liability company. But hold on this doesn’t mean that you can file those registration documents away in some folder and forget about them. As a director of a limited liability company, there are post registration legal requirements under the Companies Act which you must adhere to.

Did You Do It Right?

Finally, many persons usually ask us did they even do the process right (i.e. were the forms completed correctly). We have only provided a basic overview of the steps required to register a company at Registrar General. There are, however, many questions which must be answered throughout the registration process.

These may include determining what classes of shares will exist and its restrictions (if any), variation of pre-emptive rights, and the power of the directors to make, amend, or repeal changes to the byelaws. We always advise that individuals consult with a competent accountant or attorney to gain guidance on any subject matter which they are unclear about.

Conclusion

At FirstLink, we recognize that no two business ventures are the same. As such, the advice rendered to any client varies based on the size, nature, and complexity of the business.

We pride ourselves on our modern but old-fashion approach to business. We sit with our clients whether physically or via web conferencing to determine the context of their unique business situation before we provide any recommendations.

If you require any assistance with regards to registering a limited liability company, the terms contained within the articles of incorporation or any of the post registration legal requirements of a company, request your free consultation today to speak to one of our advisors.