How to Understand Legalese: Legal “Shoulds” v. Legal “Necessities”

If you go on the internet right now and search “legal requirements for starting a business,” a bunch of articles will pop up with a list of 10 to 15 things that you “should” do when starting a business. 

But just because those articles say you “should” do it, it doesn’t mean that you “need” to do it.

This, my friends, is a key distinction in the world of legalese.

Often you’ll hear from a lawyer about what you should do or what you ought to do, but not necessarily what you need to do. 

So let me create some basic definitions that I use with my customers so you can understand what I’m talking about and why the distinction is important. 

A legal “should” is often a preventative action you can take to lower your risk of running into potential legal issues in your business down the road. 

A legal “need” is an action you’re required to take to ensure that your business is legally compliant – meaning that your business follows all the laws. 

“Shoulds” may or may not happen depending on your budget, your timeframe, and what growth stage your business is in. 

“Needs” have to happen for your business to operate legally. There is no question of when because the answer to “when” is “right now.”

“Shoulds” are more than nice to have; they are early solutions to problems that may arise later. And if you have the financial and monetary bandwidth to do them, you probably ought to. 

But the nice thing about a “should” is that it doesn’t have to happen right now. That means you can plan for a “should.” You can think strategically about when to execute a “should” and come up with a plan and goals for how you’ll eventually make it happen. You can even create a deadline by which you’ll have that “should” done. 

“Should” in legalese means “not as urgent” or even “optional” in plain English. Either way, you have some time when it comes to “shoulds.” 

“Need” in legalese means “you should have done this yesterday” in plain English. There is no time. There’s just as soon as possible.

So the next time you’re talking to a lawyer and they give you a list of recommended actions, ask them this: “Do I need to do this to ensure my business is legally compliant or is this something that will help me prevent problems in the future?”

If the answer is it’s legally required or both, then do that thing. If the answer is it will prevent problems in the future, well then you have some time to think about it and consider how you want to approach the issue. 

Being able to distinguish between legal “shoulds” and legal “needs” is a key part of legalese fluency because it helps you prioritize your time, money, and energy.

If you need some help making this distinction in your own business, you can book a Legal Worries Session with me. I help you identify what your legal issues are and how to prioritize them so you can take a staged and cost-effective approach to managing the legal issues in your business over time.