If we’re in the process of starting a business (and LLC) and have our first client who has requested that we sign an NDA, how does signing personally affect our liability?

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If we’re in the process of starting a business (and LLC) and have our first client who has requested that we sign an NDA, how does signing personally affect our liability?

Since our business is not formed yet what is the legality of the form? Should we sign as if the business if formed? Also, we have a mailing address for the soon to be formed business, but it is different from our personal address and the NDA is requesting us to put an address down. Should we use the eventual business address or our personal one?

Asked on January 16, 2015 under Business Law, Massachusetts

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 6 years ago | Contributor

1) You can't sign for a business entity (an LLC) which does not yet exist.

2) If you sign personally--and signing when there is no LLC is, by definition, signing personally--you are personally liable.

Create the LLC--you can do it very quickly. Don't worry if you don't have all the information final--you can amend the filing later. Use an address which you actually operate out of at present--again, you change that later. Once the LLC is formed, sign as officers or members of the LLC, for the LLC.


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