For Businesses
Business and Contract Lawyers in Columbus, Ohio
Forming a company, signing a vendor deal or bringing in a partner? We put the terms in writing early, in language you can read, so the business runs on rules everyone already agreed to.
The Short Answer
What you should know first
Most business legal trouble starts with an agreement that was never written down or was signed without a slow read. We help Columbus owners set up the right entity, write operating and buy-sell terms, and review the contracts that carry real risk, so disputes are less likely and cheaper when they happen.
Business & Contract Law
Business Formation and Governance
Choosing an entity is the first decision that shapes taxes, personal liability and how easily you can bring in an investor or a partner later. Most small Ohio companies choose a limited liability company, and the state filing itself is simple: Articles of Organization go to the Ohio Secretary of State with a $99 fee. The filing creates the company. It does not tell anyone how the company is run.
That is the job of the operating agreement, and it is where we spend our time. Ohio’s LLC law lets members write most of their own rules, which is a real advantage if you use it and a real risk if you rely on the defaults. We walk through who decides what, how money comes in and goes out, what happens when someone wants to leave, and how a deadlock gets broken, then write it down in plain terms.
Governance is not only for big companies. A two-owner business still needs a record of who owns what, written consents for major decisions such as taking on debt or selling assets, and a habit of keeping company money separate from personal money. Those habits are what protect owners from personal liability when a claim comes in, and they make a future sale or investment far simpler, because the buyer’s lawyer will ask for every one of those records.
- Entity choice explained in writing, including tax questions for your accountant
- Articles of Organization and registered agent setup
- Operating agreements and shareholder agreements
- Buy-sell terms for death, disability, divorce or departure
- Annual housekeeping: minutes, consents and ownership records
Ohio Law
Ohio deadlines every owner should know
Contract claims in Ohio do not stay open forever. The legislature shortened both limitation periods in 2021, which matters for any agreement that went wrong a few years ago.
6 years
to file a claim on a written contract
ORC 2305.06, for claims arising after June 16, 2021
4 years
to file a claim on an oral agreement
ORC 2305.07(A), shortened from six
$99
state fee to file Ohio LLC Articles of Organization
Form 610, Ohio Secretary of State
Chapter 1706
the Ohio law that governs LLCs
operating agreements control most internal rules
Older claims follow transition rules, so the date a problem started matters. If a deal has gone wrong, write down when you first knew and bring that date to the first meeting.
Business & Contract Law
Contracts and Commercial Deals
Vendor agreements, customer terms, leases of equipment, software licenses and supply contracts usually arrive as the other side’s form. The price and scope get read; the clauses that decide who pays when something goes wrong usually do not. We read those clauses first: indemnity, limits of liability, automatic renewal, termination and where disputes get heard.
You get a short written summary of what the contract actually commits you to, a list of the changes worth asking for and the reasons behind them, and marked-up language you can send back. For businesses that sign the same kind of agreement every month, we build a template and a one-page playbook so routine deals stop needing a lawyer at all.
Timing matters as much as wording. The best moment to negotiate is before you sign, when the other side still wants the deal. Once a contract is signed, changes need their agreement, and the clauses you skimmed become the ones a court reads first. If you are already in a contract that is not working, we read it with you, explain your exit options and the cost of each, and help you leave on terms that do not create a second dispute.
- Clause-by-clause review with a plain-English summary
- Redlines and negotiation language you can send
- Customer and vendor templates for repeat deals
- Non-disclosure and non-solicitation agreements
- Contract calendars for renewals and notice deadlines
The Process
How a business matter runs with us
Every engagement opens with a written plan, so you know the steps, the order and what each one costs before work starts.
- 01Week 1ListenA thirty-minute conversation about the business, the people involved and what you want to protect.
- 02Within daysPlanA written scope: documents to draft or review, decisions you need to make and a fee outline.
- 031 to 3 weeksDraft and reviewFirst drafts, a review call to walk through them line by line, then revisions.
- 04On your scheduleSign and fileExecution, state filings where needed and a clean copy of everything in one folder.
- 05YearlyCheck inA short review when the business changes: new partner, new location, new financing.
Fees
What business legal work costs, in general terms
Formation and routine documents are often quoted at a flat fee once the scope is clear, because the work is predictable. Contract review and negotiation are usually billed by the hour, since the time depends on how far apart the parties are. Ongoing outside counsel can be set up as a monthly arrangement for owners who want a standing line to an attorney.
You get the fee structure in writing before any work begins, and we tell you when a task is something your team can handle without us.
| Fee type | Usually used for | How it works |
|---|---|---|
| Flat fee | Formation, standard operating agreements, templates | A set price for a defined scope |
| Hourly | Contract negotiation, unusual deals | Time recorded and itemized monthly |
| Monthly | Ongoing outside counsel | A standing arrangement with set response times |
Fee structures are described in general terms. Your written fee outline comes before any work begins.
Prepare
What to bring to the first meeting
You do not need everything on this list. Bring what you have and we will tell you what matters.
- Any existing articles, operating or shareholder agreements
- The contract you want reviewed, with every exhibit and schedule
- Names of all owners and their percentages
- Your accountant’s contact and any tax elections made
- Emails or term sheets that show what was promised
- A short list of what you are worried about
What Can Go Wrong
Where business deals usually go wrong
No buy-sell terms
A partner leaves, divorces or dies and nobody agreed on price or process.
Signing their form unread
Indemnity and venue clauses quietly shift the risk to you.
Missed renewal windows
An automatic renewal locks in another year because the notice date passed.
Personal guarantees by habit
Owners sign guarantees that outlive the deal they were meant for.
Your Attorneys
The Attorneys Who Handle This Work
Your lead attorney reads every document and stays your direct line. A second attorney reviews strategy on anything complex.
Walter PennBusiness Counsel / Formation, contracts, successionWalter advises owners on formation, contracts and succession, drawing on thirty years of counsel to Ohio companies.
Ruth AldridgeFounding Partner / Business and litigation strategyRuth founded the firm in 1999 and leads its business and litigation practice, known for calm preparation and plain answers.Next Steps
Three things to do this week
- 1Find your documents
Put every signed agreement in one folder and note the renewal dates.
- 2Write down the deal
If an important agreement is only verbal, summarize it in an email the other side confirms.
- 3Book thirty minutes
A short review now is far cheaper than untangling a dispute later.
Business & Contract Law
Questions Clients Ask
Plain answers to the questions we hear most about business & contract law in Ohio. General information, not advice for your situation.
Not seeing your question?
Ohio does not require one, but a single-member agreement helps show the company is separate from you, sets out what happens if you become unable to run it, and makes adding an owner later much simpler.
Yes. Standard means it was written for them. Many companies accept reasonable changes to renewal, liability and venue terms when the request is specific and polite.
The state filing is usually quick. The operating agreement takes longer because it depends on decisions only the owners can make; most take one to three weeks of back and forth.
It can be. Courts look at the words and the conduct of the parties. Treat important emails as if they will be read as terms.
Yes. Entity and ownership decisions have tax consequences, so we coordinate with your accountant before anything is filed.
Related Practice Areas
Matters often overlap
Business & Contract Law
Talk Through Your Business and Contract Law Question
Thirty minutes, no charge and no pressure. You leave with written next steps and a plain fee outline before any work begins.
Weekdays 8 a.m. to 6 p.m. Messages answered within one business day.