Women We Admire is pleased to announce The Top Women Leaders of DC for 2025. As the nation’s capital, Washington DC is a historical and international city known for its diverse population and global influence. DC is home to the largest library in the world, the oldest fish market in the U.S., and over 170 embassies and international cultural centers. The top industries that drive the thriving economy include government, healthcare, communications, technology, retail, and tourism.
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Mina Haque, CEO of Tony Roma’s, spent almost nine months on legal due diligence, learning the ins and outs of the corporation, and building strong relationships with franchise owners. This led to her being named CEO of the company, focused on continuing the stabilization and growth of this global brand. She highlights the challenges of maintaining brand consistency and shares her insights through the acquisition, emphasizing the importance of staffing, integration, and franchisee relationships.
Attorney Mina Haque shares some tips for legalities people should know about and do if they want to start a business or side hustle in 2025.
Taken from Forbes Council – Author Mohaimina Haque
At the forefront of our franchise expansion lies the power of personal branding. A franchise often embodies a recognizable name and an intertwined narrative that resonates deeply with its patrons. This synergy, when channeled through strategic personal branding initiatives, can transcend conventional business paradigms. It becomes a conduit, forging profound connections and engendering trust among our diverse stakeholders.
As the chief executive officer of a thriving franchise, I believe that within the dynamic landscape of franchising, where trust forms the cornerstone of success, legally securing your personal branding emerges not just as a strategy but as a defining element.
Authored by: Mohaimina Haque, Attorney & General Counsel. Immigration and Business law expert. Adjunct Law Professor. Interim CEO at Tony Roma’s.
This article topic is similarly featured in Forbes
Legal challenges can arise at any turn for modern businesses. Whether to retain outside counsel becomes more commonplace when these challenges persist. By navigating complex contracts, ensuring compliance with ever-changing regulations, or safeguarding trademark and intellectual property, companies require expert legal guidance. While many large corporations utilize their in-house counsel (internal legal teams) to address these challenges, not every business has the resources or the need for a full-time legal department. This is where the role of an outside general counsel becomes critical.
What is Outside Counsel
An outside general counsel is a legal professional or law firm that provides a range of legal services to a company on an as-needed basis without being an in-house employee. They act as the company’s primary legal advisor, offering guidance on various legal matters, from contract negotiations to risk management, without the commitment of a full-time position.
Who is Outside General Counsel Typically Used For?
Outside general counsel services are especially beneficial for:
- Start-ups and Small Businesses: These entities, while navigating the initial stages of growth, might not have the budget or the volume of legal work to justify a full-time in-house attorney. Yet, they still require expert legal advice to ensure they’re on the right path.
- Medium-sized Enterprises: As businesses expand, so do their legal needs. An outside general counsel can provide the flexibility to address these growing demands without the company having to expand its in-house team proportionally.
- Specialized Projects: Companies, irrespective of their size, might undertake specific projects or ventures, like mergers, acquisitions, or entering a new market, which require specialized legal expertise. An outside general counsel, often having a broader view of the legal landscape, can offer this expertise.
- Businesses Without a Legal Department: Not every company has a dedicated legal department. In such cases, an outside general counsel acts as the de facto legal team, providing the necessary legal support and guidance.
The role of an outside general counsel is to bridge the gap between having no legal support and maintaining a full-fledged in-house legal department. They offer a flexible, cost-effective solution, ensuring businesses have access to top-tier legal advice whenever they need it.
The Role of an Outside General Counsel
Legal Advisor and Business Partner
An outside general counsel wears multiple hats. Beyond just offering legal advice, they act as a strategic partner to businesses. They understand the intricacies of the business world and provide guidance that aligns with a company’s objectives and growth plans. Their insights often extend beyond the legal realm, touching upon areas of business strategy, operations, and risk management.
Expertise and Insight into Industry Best Practices
One of the standout attributes of an outside general counsel is their specialized knowledge. Many have honed their expertise by working with clients across various industries, from technology to real estate. This breadth of experience allows them to offer best practices tailored to a company’s specific industry, ensuring that businesses remain compliant and competitive.
Handling Legal Issues
Businesses often find themselves navigating multiple areas simultaneously. An outside general counsel is adept at:
- Contract Negotiations and Drafting: They ensure that agreements are watertight, protecting the company’s interests while fostering positive business relationships.
- Intellectual Property Protection and Litigation: From patents to trademarks, they safeguard a company’s valuable assets and represent them in any disputes that may arise.
- Business Strategy Alignment with Legal Requirements: They ensure that a company’s business strategies align with local, state, and federal regulations, minimizing potential legal pitfalls.
- Employment Issues: Whether it’s drafting employment contracts, advising on hiring and firing practices, or navigating workplace disputes, an outside general counsel offers invaluable guidance, ensuring businesses remain compliant with labor laws.
Distinction Between In-House Counsel and Outside Counsel
Definition of In-House Counsel
In-house counsel refers to lawyers who are employed directly by a company. They are integral members of the company, deeply involved in its day-to-day operations. Their primary responsibility is to provide legal guidance on matters directly affecting the company, from internal policies to business transactions.
Key Differences
While both in-house and outside counsels serve to address a company’s legal needs, there are distinct differences between the two:
- Employment Model: In-house counsel are salaried employees, while outside counsel are typically engaged on a retainer or project basis.
- Cost Implications: Companies bear the full cost of employing in-house counsel, including benefits and overheads. In contrast, outside counsel offers a more flexible cost structure, with businesses paying for services as and when needed.
- Availability: In-house counsel is continuously available to address a company’s legal needs. Outside counsel, on the other hand, offers flexibility, being engaged as per the company’s requirements.
- Specialization: While in-house counsel may have a broad understanding of legal matters affecting the company, outside counsel often brings specialized expertise, especially beneficial for niche or complex legal challenges.
Advantages and Disadvantages
Both models come with their set of pros and cons. In-house counsel, being embedded within the company, have a deep understanding of its operations and can offer immediate legal guidance. However, their continuous availability comes at a cost. Outside counsel, with their flexible engagement model and specialized expertise, can offer cost savings and a broader view of the legal landscape. Yet, they might not always be as readily available as in-house counsel.
Benefits of Hiring Outside General Counsel
Cost-effectiveness for Medium and Small Businesses
For many medium and small businesses, the financial implications of maintaining a full-time in-house legal team can be daunting. Salaries, benefits, and other overheads can quickly add up. This is where outside general counsel offers a significant advantage. By engaging legal services on an as-needed basis, businesses can ensure they have access to top-tier legal advice without the continuous financial commitment. It’s a model that offers both quality and economy, ensuring businesses get the best legal support within their budget.
Flexibility and Specialized Expertise
The world of business is varied, and so are its legal challenges. Sometimes, these challenges require niche expertise; something that might be beyond the scope of a general in-house team. Outside general counsel, often backed by a diverse team of lawyers, can offer this specialized expertise. Whether it’s intellectual property in the tech industry or understanding the nuances of estate planning, outside counsel provides businesses the flexibility to tap into specific expertise precisely when they need it, without any long-term commitments.
Collaboration with In-house Legal Teams
Outside general counsel doesn’t operate in isolation. In companies with existing in-house legal teams, they often work in tandem. The in-house team, with its deep understanding of the company’s operations, combined with the fresh perspectives and specialized knowledge of the outside counsel, creates a powerful synergy. This collaborative approach ensures that the company’s legal strategies are both robust and innovative.
When to Engage Outside Counsel
High-risk Legal Issues
Scenarios such as potential lawsuits, disputes with business partners, or navigating major business deals are high-stake situations where the expertise of outside counsel can be invaluable. Their objective view, combined with their legal acumen, can guide businesses safely through these challenges.
Specialized Legal Needs
As businesses grow and evolve, they often enter areas that require specialized legal knowledge. This could be expanding into international markets, requiring an understanding of international law, or undertaking mergers and acquisitions, which come with their own set of legal complexities. Then there are industry-specific regulations – for instance, a tech company might need guidance on data privacy laws. In such scenarios, the specialized knowledge of outside counsel becomes crucial.
Temporary or Project-based Legal Requirements
Not all legal needs are continuous. Sometimes, businesses face short-term projects or one-off legal challenges. It could be setting up a temporary business venture, drafting a contract for a one-time collaboration, or addressing a sudden legal dispute. In such situations, it might not make sense to hire full-time staff or divert the in-house team from their regular duties. This is where the expertise of outside counsel, engaged specifically for the project’s duration, becomes essential.
Acting as In-house Counsel When None Exists
For many start-ups and small businesses, establishing a full-fledged legal department right from the outset might not be feasible. Yet, the legal challenges they face are no less complex than those of larger entities. In such scenarios, outside counsel steps in, acting as the de facto in-house legal team. They provide the necessary legal foundation, ensuring that the business is set up correctly, contracts are sound, and regulatory requirements are met, all while the business focuses on growth and operations.
Working Alongside In-house Counsel
In larger corporations with established legal departments, the role of outside counsel is not to replace but to complement. They work in collaboration with the in-house team, bringing to the table specialized expertise or an additional set of hands during particularly busy periods. This synergy between the two teams ensures that the company’s legal strategies are both comprehensive and agile, ready to adapt to any challenge.
The Role of and Need for Outside Counsel
The Evolving Role of Outside General Counsel
The role of outside general counsel has evolved significantly over the years. From being seen merely as an external legal consultant to now being considered an integral part of a company’s strategic team, their importance in the modern business landscape cannot be overstated. As businesses engage in an increasingly complex world, filled with regulatory challenges, competitive pressures, and unforeseen risks, the guidance of outside counsel ensures they remain on a steady legal footing.
Encouraging Businesses to Evaluate Their Legal Needs
It’s important for businesses, regardless of their size or industry, to periodically assess their legal needs. The world is changing, and with it, the legal challenges businesses face. By considering the benefits of outside counsel, businesses can ensure they have the right legal support, tailored to their specific needs, ready to guide them through whatever challenges lie ahead.
Authored by: Mohaimina Haque, Attorney & General Counsel. Immigration and Business law expert. Adjunct Law Professor. Interim CEO at Tony Roma’s.
How to start an LLC in DC has emerged as a popular business question among entrepreneurs in Washington DC. This surge in popularity can be attributed to the flexibility offered by LLCs, blending the benefits of both corporations and partnerships. They provide liability protection to owners while allowing for efficient tax treatment and operational flexibility.
The objective of this article is to guide aspiring entrepreneurs through the process of establishing an LLC in Washington, D.C. We aim to provide a comprehensive overview, shedding light on the key steps, requirements, and considerations to ensure your business journey in the district starts on a solid foundation.
Forming an LLC in Washington DC
Naming Your DC LLC: The name you choose for your LLC is more than just a label; it’s an embodiment of your brand and the first impression you make on potential clients and partners.
- Importance of Branding: A unique and memorable LLC name can set your venture apart from the rest. It’s essential to select a name that not only resonates with your business ethos but also captivates your target audience.
- Search and Verification: Before finalizing a name, it’s imperative to ensure its availability. The District of Columbia mandates that your LLC name be distinguishable from existing registered entities. Utilize the DCRA’s online database to check the availability of your desired name.
- Reservation Process: If you’ve settled on a name but aren’t ready to launch your LLC immediately, D.C. allows you to reserve your chosen name for a specified period. This ensures that other entities won’t claim it in the interim.
Designating a Registered Agent: Every LLC in the District of Columbia is required to designate a registered agent—a crucial role that ensures your business remains compliant and reachable.
- Role and Responsibilities: A registered agent acts as the official point of contact for your LLC, responsible for receiving legal documents, notices, and other official communications. Their primary duty is to ensure that you’re promptly informed of any legal actions or requirements concerning your business.
- Selection Criteria: When designating a registered agent, you can opt for a commercial agent (typically a professional service) or a non-commercial agent (an individual, often an owner or employee). Factors to consider include reliability, familiarity with D.C. regulations, and the agent’s physical presence in the district.
Filing the Articles of Organization: This is the foundational step in how to start an LLC in DC that officially brings your LLC to life in the eyes of the state.
- Documentation: The Articles of Organization, a formal document, outlines essential details about your LLC, such as its name, purpose, and the name and address of the registered agent.
- Filing Platforms: D.C. offers multiple avenues for filing—online through the DCRA’s portal, by mail, or in person. While online filing offers convenience and faster processing, in-person or mail submissions might be preferable for those seeking a more hands-on approach.
- Fees and Processing Time: There’s a filing fee associated with the Articles of Organization, which varies based on the method of submission. Online filings typically have a quicker turnaround, while mail or in-person submissions might require additional processing time.
Creating an Operating Agreement: An operating agreement, while not a mandatory requirement in D.C., serves as the backbone of your LLC’s internal operations and governance.
- Definition and Significance: An operating agreement is a written document that outlines the internal workings and management structure of the LLC. It’s crucial because it provides clarity on member roles, responsibilities, and expectations, ensuring smooth operations and minimizing potential internal conflicts.
- Key Components: A comprehensive operating agreement covers various aspects, including:
- Member Roles: Clearly defined duties, responsibilities, and powers of each member.
- Profit Distribution: Procedures for distributing profits and losses among members.
- Dispute Resolution: Mechanisms to address and resolve internal disagreements.
Registering with the IRS and DC Tax and Revenue Office: To ensure your LLC is tax-compliant, registration with both federal and district tax authorities is essential.
- EIN Purpose: An Employer Identification Number (EIN) is a unique nine-digit number assigned by the IRS to businesses for tax identification purposes. It’s vital for tax filings, opening business bank accounts, and hiring employees.
- Registration Process: After obtaining your EIN from the IRS, you’ll need to register your LLC with the D.C. Office of Tax and Revenue. This ensures your business is set up to pay all necessary district taxes.
Obtaining Necessary Licenses: To legally operate in D.C., your LLC may need various licenses and permits, depending on its nature and location.
- Zoning and Occupancy: Before setting up shop, ensure your business location complies with D.C.’s zoning regulations. Some areas may have specific restrictions or requirements, so it’s essential to verify with the district’s zoning office.
- License Categories: D.C. offers a range of business licenses tailored to different industries—from retail and food establishments to professional services. Ensure you obtain the appropriate license for your LLC’s operations.
- Renewal and Compliance: Licenses in D.C. aren’t a one-time affair. Regular renewals are required, often biennially. Stay vigilant about renewal deadlines to avoid penalties and ensure uninterrupted business operations.
Advantages of an LLC in Washington, D.C.
Washington, D.C. offers many benefits for those looking to establish an LLC. One of the standout advantages is the asset protection it offers. Members can rest easy knowing their personal assets are safeguarded from any business liabilities, ensuring a clear demarcation between personal and business finances.
Another significant benefit is the tax advantage. D.C. LLCs enjoy a “pass-through” tax structure. This structure ensures that business profits are taxed just once at the individual member level, sidestepping the double taxation that corporations often grapple with.
Furthermore, the flexibility inherent in the LLC structure cannot be overstated. It empowers members with the autonomy to craft their management structures and operational procedures. This is especially invaluable for businesses that veer away from traditional operational norms.
Challenges to Consider
Forming an LLC in D.C. is not without its challenges. For starters, D.C. LLCs are on the hook for annual fees. These can accumulate over time, so prudent budgeting is essential. Additionally, the district’s commitment to transparency means that LLCs are subject to public disclosure requirements. This might not sit well with businesses that prioritize privacy. Lastly, the dynamic regulatory environment in D.C. necessitates that businesses remain agile, adapting to the ever-changing regulations, licenses, and permits.
Startup Costs
There’s the filing fee associated with submitting the Articles of Organization to the DCRA. This is a foundational step and a one-time cost. If you’re leaning towards a commercial registered agent, be prepared for the accompanying registered agent fees. The cost can fluctuate based on the services offered and the agent’s standing in the industry. Additionally, your business’s nature and its location might necessitate specific licenses, each carrying its license fee.
Ongoing Expenses
The financial commitment doesn’t end with the initial setup. Running an LLC in D.C. brings with it recurring costs. For instance, D.C. mandates that LLCs file a biennial report, which is accompanied by its fee. This report is crucial to keep the district abreast of any business changes. Furthermore, the licenses your business holds will often require renewals, each with its associated cost. And while LLCs do have tax perks, they’re not exempt from tax obligations. Both federal and district-level taxes apply, and timely payments are paramount.
The Imperative of Legal Assistance
Starting an LLC in D.C. is a path that will need legal knowledge for each step. The district’s ever-shifting regulatory framework, coupled with the intricacies of business law, underscores the importance of legal assistance for entrepreneurs.
Business attorneys, with their deep understanding of D.C.’s business regulations, offer invaluable guidance. Their expertise ensures informed decision-making at every juncture. The business formation process is not without potential issues, from choosing a unique LLC name to navigating zoning laws. An experienced attorney can help with these challenges, addressing potential risks and expensive missteps. Moreover, foundational legal documents like the Articles of Organization and the Operating Agreement are pivotal to your LLC. Engaging business lawyers in Washington DC to draft or scrutinize these documents guarantees they are thorough, compliant, and aligned with your business vision.
The regulatory process in D.C. is constantly being updated. Business Attorneys are instrumental in keeping businesses up to speed on legislative changes that could impact them. In the event of disputes, be it with stakeholders, staff, or third parties, legal counsel is indispensable. They safeguard your interests and facilitate efficient dispute resolution. As businesses evolve, so do their legal requisites. Periodic legal reviews ensure that your LLC stays compliant, adapting to any fresh mandates or shifts.
Authored by: Mohaimina Haque, Attorney & General Counsel. Immigration and Business law expert. Adjunct Law Professor. Interim CEO at Tony Roma’s.
This article has originally been featured in Forbes
Law firms have been reimagined with a much leaner real estate footprint, and many of the traditional components have been either outsourced or digitalized. This allows such law firms to revolutionize the way legal services are delivered. Such models offer a win-win for lawyers and clients alike: cut costs by using technology instead of using associates and paralegals, pass those savings on to clients and be more efficient and responsive at the same time.
Given these intrinsic advantages, it should come as no surprise that virtual law firms are on the rise. The shutdown and disruptions caused by Covid have provided a further impetus to this trend. For example, it would take an attorney the whole day to drive to the courthouse, park, wait for the judge to call their case, argue the matter, then drive back to the office. Now the same matter can be handled through Zoom and court filings can be filed online. However, after these measures were instituted, I’ve seen how the opposition to such virtual measures has eroded as the real savings in time and money to all parties concerned have become very clear.
When the pandemic hit in 2020, I already had a thriving virtual firm with an established infrastructure while big law firms were adjusting from traditional model to virtual. This is the year when I represented clients in many different fields: corporate, immigration, product liability case, personal injury, franchise, trademark. With this experience, I’ve witnessed many of these advantages firsthand.
Virtual law firms should aim to offer a number of benefits to clients to create a more cost-effective and efficient option for legal services. For those interested in working a virtual practice, here are some tips for businesses hiring a virtual law firm and what to look out for:
Finding A Virtual Law Firm Right For You
1. Reputation And Reliability
Businesses rely on well-reputed AM-LAW 100 law firms for established presence, reputation, reliability and high success rate. However, there are attorneys out there who can render excellent legal services while keeping the legal budget of a business at a much reasonable extent. But with the rise of virtual legal services, businesses should conduct a thorough research on the attorney, look at the bar website for licensing credentials, schedule a call to assess the knowledge of the attorney, ask for past client testimonials. In legal cases, there is a dearth of predictive analytics to determine the outcome of matter, but oftentimes the outcome is determined by two factors: skills of the practitioners and case management.
2. Scope
The American Bar Association in its preamble for the Model Professional Rules of Conduct states, “As a representative of clients, a lawyer performs various functions.” Businesses must ensure the scope of engagement is memorialized in writing through a legal services agreement. Whether a firm is virtual or brick-and-mortar, this requirement goes without saying. But what has improved is the delivery of such agreements via DocuSign or any Legal CRM software such as CLIO. This exemplifies how a basic tenet of entering into attorney-client relationship can be done online.
3. Capacity
Businesses that need attorneys to be more hands-on should inquire how work assignment is delegated in a virtual law firm. If there is no in-house staff, then ask about the type of outsourcing the virtual law firm does to complete the work.
4. Human Touch
Attorneys from virtual law firms are not only meant to be behind the screen. If you work with an attorney such as for outside general counsel services and the attorney is basically your legal department outsourced, then it is expected for the attorney to visit the client, understand the business models, talk with the employees of the client if need be. Depending on the area of practice of law, the human touch factor varies.
5. Privacy Policy
Ask the attorney of a virtual law firm owner about what type of software they use, what their privacy policy is, how information is transmitted between attorneys and clients.
Conclusion
Businesses, even with a hefty legal budget, can consider virtual law firms, if the firms meet the aforementioned factors, and use the opportunity to spend some of the legal budget elsewhere in the company, such as research and development or other revenue generating department.. While this may be truer with increasing supply cost, inflation, and businesses’ inclination for austerity to manage cash inflow and outflow, nevertheless, businesses may find its cost effective to work with attorneys in a virtual setting.
The image of shiny law firms housed in tall skyscrapers, with well-adorned conference rooms and young associates scrambling and staying until 4 a.m. to work on a brief, is being replaced by attorneys with their own practices using cloud-based software and client management tools to interact with clients. Today’s modern attorneys have technology at their disposal to respond to clients while designing a work-life integration where attorneys can explore their hobbies, spend time with loved ones, practice law and serve clients without the constraints of billable hours. As technology continues to advance, I believe virtual law firms are likely to become an integral part of the legal landscape, permanently reshaping the way legal services are delivered and accessed globally.