Category: Business Law

Risks of Non-Compliance

September 19, 2023  |  Carole Clark Isakson

At Barna, Guzy & Steffen, our corporate practice group monitors developments related to the Corporate Transparency Act (CTA). We have addressed various aspects of the CTA in previous blog posts. We recommend reviewing those if you haven’t already done so. Today, we aim to highlight potential implications and risks of non-compliance. Regulations and Disclosures The Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Treasury Department, has recently proposed final rules related to the enforcement of the CTA. The bureau’s primary objective is eliminating corporate anonymity and hindering money laundering activities. While the final regulations interpreting and giving detailed compliance instructions on the CTA are not yet available as of the date of this post, a person will be required to make disclosures to FinCEN starting on January 1, 2024, if the person: participated in forming a corporate entity; or owns more than 25% of an entity; or has significant control over an entity, such as making hiring and firing decisions at the C-suite level. You will also need to report to FinCEN when there are changes to the information in the initial report, such as when you relocate or when the ownership or control of the underlying entity changes. Significant Consequences of Non-Compliance Any individual who intentionally supplies false information or…

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Why Business Owners Need Buy-Sell Type Agreements

August 10, 2023  |  Carole Clark Isakson

Most businesses are structured as a type of corporation, limited liability company, or partnership. In many cases, a small business owner will undertake to set up the entity himself, taking advantage of the online documents available at the Secretary of State’s office. However, not all the documents necessary to have a fully formed entity are available through the Secretary of State – be aware that if all you complete are Articles, you’ve only created a shell of an entity (see my prior blog on this topic). Read on to understand why business owners need buy-sell type agreements. The importance of buy-sell agreements A corporation can be fully formed by filing Articles of Incorporation, getting an Employer ID Number (EIN) and entering into Bylaws, Subscription Agreements and opening minutes of the Shareholders and Board. A limited liability company can be fully formed by filing Articles of Organization, getting an EIN, and entering into an Operating Agreement, Subscription Agreements, and opening actions of the Members (and possibly others). A partnership requires a partnership agreement and possibly public filings, depending on the type of partnership. The Secretary of State does not provide all these forms, but even if it did, for an entity with more than one owner there is another document that really should be done…

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BGS Attorney Carole Clark Isakson Presents at the Minnesota CLE Center

July 7, 2023  |  Carole Clark Isakson

Promissory Estoppel? Liquidated Damages? If you attended a seminar by BGS Attorney Carole Clark Isakson this week, you know what those are. Ms. Isakson was one of several presenters on June 27, 2023 at the Minnesota CLE center, all of whom had contributed materials to The Complete Lawyer’s Quick Answer Book.  Carole spoke about contract law, an area in which she has been working for more than three decades. Attendees learned about the elements of a contract, what constitutes an offer and acceptance, and how courts in Minnesota interpret contracts.  When do emails and conversations impact how a contract is interpreted? This depends in part on the contract terms.  Most likely is that prior conversations about the contract terms will not be persuasive if they contradict the terms of a contract that was then signed. She also spoke about breach of contract cases and how one can prevail or defend those claims. Tips for solid contract drafting were provided to the audience; a well drafted contract is the best defense against any type of claim based on the contract.  State law requires that some types of contracts be in writing to be enforceable or provide a party with the ability to void a contract that is not in writing. BGS is proud to…

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