Business Law, Contract Law & Corporate Law in Charlotte
Counsel for companies at every stage, from formation to exit. Entity structure, the agreements that hold a business together, and the contracts it signs with everyone else.
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Most business problems that end up in a dispute were decided much earlier, in a document nobody read closely. An operating agreement copied from a template that assumed a single owner. A services contract with no limitation of liability. A non-compete that a North Carolina court will not enforce because of how it was signed rather than what it says.
The work below is the same work in every case: read what is actually there, say plainly what it does, and write what the deal in front of you needs.
Owners forming or restructuring an entity, anyone holding a contract they have been asked to sign, and businesses whose agreements were written for a company they no longer are.
Formation and governance
Entity formation
Limited liability companies are formed under Chapter 57D of the North Carolina General Statutes, the Limited Liability Company Act, by filing Articles of Organization with the Secretary of State. Corporations are formed under Chapter 55, the Business Corporation Act. A general partnership becomes a registered limited liability partnership, an LLP, by filing under Chapter 59. The filing is the easy half in each case. Which form you should be in, and what it costs you in tax and in flexibility, is the part worth spending time on.
Operating agreements and partnership agreements
North Carolina does not require an LLC to have a written operating agreement. Without one, Chapter 57D’s default rules govern the company, and those defaults were not written with your company in mind. They decide how profits are allocated, how a member exits, who can bind the business and what happens on a deadlock, whether or not anyone has thought about it.
Shareholder and stock purchase agreements
Who may sell, to whom, at what price, and what happens on death, divorce or departure. A shareholder agreement is worth the most on the day somebody wants out and the remaining owners disagree about what their share is worth.
Employment agreements, non-competes and non-disclosure
North Carolina enforces restrictive covenants narrowly. A covenant not to compete must be in writing, signed by the party to be bound, reasonable as to time and territory, and supported by valuable consideration. Continued employment alone is not sufficient consideration for a covenant signed after the job has already started. And North Carolina applies a strict blue pencil: a court may strike a distinctly separable unreasonable term, but it will not rewrite one to make it enforceable. Overreach does not get trimmed back. It gets struck.
Non-circumvent and confidentiality
Used where a party is introducing counterparties, capital or supply the other side could reach around. Worth having before the introduction, not after.
Pre-nuptial and post-nuptial agreements
A family law document with a business purpose, which is why it sits here: where one party owns a company, the agreement is the cleanest way to settle in advance what happens to that interest, and it works alongside whatever the operating or partnership agreement already says about transfer and forced buy-out. Family law covers the rest.
Power of attorney
Business and financial powers of attorney where someone needs authority to sign while an owner is unavailable. Scope and duration are the whole document: an authority written broadly to avoid a second trip to the lawyer is an authority somebody else can use.
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Commercial contracts
Master service agreements and service agreements
Scope, payment, term and termination, ownership of what gets made, limitation of liability, and what happens when the work is late or wrong. The clauses that decide the outcome of a dispute are rarely the ones negotiated hardest.
Sales, supply and licensing agreements
Contracts for the sale of goods are governed by North Carolina’s enactment of Uniform Commercial Code Article 2, in Chapter 25. That supplies terms you did not write, including warranties, unless the agreement displaces them properly. Licensing runs on the opposite principle: nothing is granted that the license does not grant expressly.
Consulting and independent contractor agreements
Written so that the relationship the document describes is the relationship that actually exists, because a contractor who functions as an employee is a liability regardless of what the agreement is titled.
Commercial and agricultural leases
Term, renewal and escalation, who is responsible for what condition, assignment and subletting, and what a personal guarantee actually exposes.
Franchise agreements
Reviewed on the franchisee side before signing, when the terms are still terms rather than facts.
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Prior results do not guarantee a similar outcome. Every matter is decided on its own facts.
Transactions and capital
Joint venture agreements
Contribution, control, deadlock and exit, agreed while both parties still want the venture to happen.
Loan and hard money loan agreements
On either side. Security, priority, covenants, default and remedy, and what a personal guarantee reaches when the borrower is an entity.
Purchase, sale and settlement agreements
Including price mechanics that survive closing. An earn-out tied to targets the buyer controls afterwards is not a price, unless the agreement carries minimum performance covenants, audit rights and acceleration on breach.
What this looks like in practice
An earn-out on targets the buyer controls is not a price
Mr. Sheehan on the clause that cost a seller most of the sale price: the buyer held the sales team and the marketing budget after closing, and the agreement carried no minimum covenants, no audit rights and no acceleration.
Ninety seconds, and it is the same reasoning applied to whatever agreement you are holding.
Send it over, or talk it through first. Either works.
How an engagement starts
- 01
ConsultationWhat you are dealing with, what the deal is, and what the deadline is.
- 02
Read what existsExisting agreements, entity documents and filings, read before anything is drafted.
- 03
Draft or negotiateNew documents written, or the other side’s marked up with the reasoning attached.
- 04
Execute and recordSigned, filed where filing is required, and organized as a record you can produce on demand.
Common questions
Do I need a lawyer to form an LLC in North Carolina?
No. Articles of Organization can be filed with the Secretary of State without one, and for a single-owner business with no outside capital that is often a reasonable thing to do. The document that matters is the operating agreement, not the filing. Chapter 57D supplies default rules for anything the agreement does not address, and those defaults decide how profits are split, how someone exits and who can bind the company. That is where a second owner, an investor or a lender changes the answer.
Will a non-compete I had someone sign actually hold up?
It depends on how it was signed as much as what it says. North Carolina requires a covenant not to compete to be in writing, signed by the party to be bound, reasonable in time and territory, and supported by valuable consideration. If it was signed after employment began, continued employment on its own is not enough consideration. And because North Carolina applies a strict blue pencil, a court will strike an unreasonable term rather than narrow it to something it would enforce. A covenant that reaches too far often ends up worth nothing rather than worth less.
Can you review a contract someone else drafted?
Yes, and it is a common way to start. A review says what the document does, where it differs from what you were told it does, and which points are worth spending negotiating capital on. Not every unfavorable clause is worth fighting. A single document is the most common way an engagement starts here — and if it turns out you do not need a lawyer for it, you get told that.
What does a contract or an operating agreement cost?
Drafting and review are scoped and quoted up front wherever the work can be scoped, so you are not watching an hourly meter. Hourly is reserved for litigation and genuinely open-ended matters. You get a timeline alongside the fee, and the fee is confirmed in a written engagement letter before any work begins.
What is the difference between an operating agreement and bylaws?
They do a similar job for different entities. An operating agreement governs an LLC and is largely a matter of contract between the members, which makes it flexible. Bylaws govern a corporation, alongside the Business Corporation Act in Chapter 55 and the articles of incorporation, and corporate governance is the more prescribed of the two. If you have an LLC, you want an operating agreement, not bylaws.
My business partner is going through a divorce. Is my company exposed?
Possibly, and it is the question owners ask least often before it matters. Where value in the business was built during the marriage, a divorcing spouse may have a claim touching that value. What your partnership or operating agreement says about transfer, valuation and forced buy-out is what decides how far it reaches into the company. That is worth reading now rather than then.
Do you work with companies formed outside North Carolina?
Yes, where the matter is one this firm is admitted to handle. An entity formed elsewhere that transacts business in North Carolina generally has to register with the Secretary of State to do so, and its contracts still have to work under the law that governs them. Which law governs is itself a term worth negotiating rather than accepting.
Fifteen minutes on the document or the decision in front of you, before anything is drafted.
Start here or call (704) 222-4752Drafting and review are scoped and fixed where the scope allows — you are told the number before work begins. Hourly is reserved for litigation and genuinely open-ended matters. Fees are confirmed in a written engagement letter.
Charlotte and across North Carolina, for companies formed here and companies doing business here.