By Jacob C. DeRue (January 13, 2026)

Introduction

An annual legal checkup is one of the most overlooked, but most valuable, steps a business owner can take each year. In Virginia, minor compliance issues can quickly turn into expensive problems. Outdated operating agreements, missed filings, contractor misclassifications, or leases signed without reading them can be avoided by proactive legal planning.

Every business should have a January calendar reminder to do its legal checkup. This article will provide a brief legal checklist that you can conduct for your business at the start of the new year to save you time, money, and stress before tax season and growth decisions begin.

What is An Annual Legal Checkup?

An annual legal checkup is a structured review of a business’s corporate registration compliance, lease renewals, contracts, governing documents, and risk exposure conducted at the beginning of the year.

1. Confirm Your Business is in Good Standing.

Start with the basics. If your Virginia business is not in good standing, everything else becomes more difficult. You should review the following information about your business on your state’s corporation commission website:

1. Your annual registration fees.
2. Your registered agent’s name and address.
3. Your principal office address.
4. Your management and ownership information.

Something as simple as an outdated registered agent can lead to missed notices of lawsuits or notices from your state.  Most states have an online system for checking your corporate registration for fees and updates to addresses and contacts.

2. Revisit Your Operating Agreement or Bylaws.

Most businesses draft their governing documents once and never look at them again, while some businesses never create governing documents to begin with. Both are mistakes. For example, your company’s operating agreement or bylaws should at least reflect:

1. Current ownership percentages.
2. Voting rights and decision-making authority.
3. Exit provisions and buyout terms.
4. What happens if a partner leaves, becomes disabled, or passes away.

If your Virginia business has grown, added partners, or changed direction, your governing documents should be changing with the company to reflect the new direction.  If your operating agreement or bylaws require an annual organizational meeting, make sure it is scheduled and the minutes are prepared.

3. Review Employment and Contractor Relationships.

January is the perfect time to clean up your employment and contractor relationships because you can protect your business before tax season or before a dispute. You should check:

1. Are your contractors truly independent?
2. Do employees have up-to-date offer letters or employment agreements?
3. Are confidentiality, non-solicitation, or non-compete provisions in your contracts enforceable?
4. Are job titles and duties aligned with exemption status?

Misclassification and outdated agreements are two of the fastest ways to create unnecessary liability for your business. January is a great time to reach out to your accountant to ensure your employee and contractor information is consistent with what your accountant has.

4. Evaluate Key Contracts Before They Cause Legal Issues.

Many business disputes do not start with malicious behavior. They start with unclear or outdated contracts. You should at least review the following contract components:

1. Client and vendor agreements.
2. Automatic renewal clauses.
3. Termination rights.
4. Indemnification provisions.
5. Personal guarantees.

If you would not feel comfortable enforcing the contract in court, then it likely needs attention.

5. Look at Leases and Real Estate Obligations.

If your business leases space or plans to do so this year, January is a great time to understand your exposure. Closely review your leases for at least the following sections:

1. Personal guarantees.
2. CAM charges.
3. Maintenance obligations.
4. Renewal and termination rights.
5. Assignment or sublease restrictions.
6. Annual rent escalations, and when they become effective.
7. Notice provision deadlines, (i.e. notice of renewal or termination).

Many business owners do not realize their personal assets are on the line in lease agreements because they did not read a contract’s personal guarantees section until it is too late.

6. Check Compliance Deadlines and Licenses.

Every industry has different requirements and deadlines to ensure legal and regulatory compliance. Broadly, some common issues to look out for are:

1. Expired local licenses.
2. Missed annual reports.
3. Outdated permits.
4. Insurance coverage that no longer matches operations.
5. Key software license renewals.
6. Employee certifications that must be renewed.

A quick review can save your business lots of money in the future.

7. Plan for Growth or an Exit.

Legal planning is not just defensive; it is a great way to save money and protect your business in the long run. January is the best time to think strategically. Ask yourself:

1. Are we hiring this year?
2. Are we bringing on a partner?
3. Are we buying or selling assets?
4. Are we exploring financing?
5. Are we preparing for a future sale?

Each of these decisions has legal implications that are far easier and cheaper to handle proactively.

Conclusion

The most successful business owners do not wait for legal problems; they plan to avoid them. By carefully conducting a legal checkup of your business in January, you can prevent costly disputes, compliance penalties, broken partnerships, and bad contracts signed under pressure. If you are unsure whether your business is legally clean headed into the new year, now is the time to find out. If you would like help reviewing any of the items above or want a structured annual legal checkup, feel free to reach out and speak to us.

This blog post is intended to provide an overview of various areas businesses should check up on yearly. Individuals who have questions about what type of lawyer may be best for their business, questions about business law, or seek experienced outside counsel for their business should contact Jacob DeRue at Briglia Hundley, P.C., at 703-883-0880 or the Contact Page.

The information in this blog post may not reflect the current law in your jurisdiction. No information in this blog post should be interpreted as legal advice, and the blog post is not intended to substitute for legal counsel.

About the Author

Jacob DeRue is an associate attorney supporting BrigliaHundley, P.C.’s business litigation and corporate law practice groups, where he assists business owners and entrepreneurs with contract issues, corporate governance, entity creation, corporate compliance, and day-to-day legal needs. He joined the firm the summer after his first year of law school as a summer associate, then transitioned to a law clerk until passing the Virginia Bar after graduation and becoming an attorney. Mr. DeRue primarily practices in the firm’s corporate law practice group, commercial and business litigation practice group, and civil litigation practice group.t relies upon our experienced and energetic attorneys to meet the legal needs of our clients reliably and responsibly in Virginia, Maryland, and the District of Columbia.

Briglia Hundley represents individuals, municipalities, and corporations throughout the Mid-Atlantic region, including Alexandria, Annandale, Arlington County, Ashburn, Burke, Centreville, Chantilly, Clifton, District of Columbia, Dulles, Fairfax County, Falls Church, Frederick County, Great Falls, Herndon, Leesburg, Loudoun County, Manassas, Manassas Park, McLean, Middleburg, Montgomery County, Oakton, Prince George’s County, Prince William County, Reston, South Riding, Springfield, Sterling, Tysons Corner, Vienna, Winchester and Woodbridge.

Contact the Author

Jacob C. DeRue

Briglia Hundley, P.C.

1921 Gallows Road, Suite 900

Tysons Corner, Virginia 22182

Telephone: 703.883.0880

Fax: 703.833.0899