Category: Business Law
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…
Read MoreBGS Attorney Carole Clark Isakson Presents at the Minnesota CLE Center
July 7, 2023 | Carole Clark IsaksonPromissory 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…
Read MoreCorporate Transparency Act Part III; Exemptions & Reporting Requirements. DOES YOUR COMPANY HAVE TO REPORT?
June 28, 2023 | Carole Clark Isakson
This article is one in a continuing series of articles on the soon to be effective Corporate Transparency Act. Many entities will need to comply with reporting obligations under the Act or face significant penalties. Read all of these articles on the firm website. The Corporate Transparency Act (CTA), signed into law in January 2021, requires certain companies to report their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. The purpose of this legislation is to increase transparency in the corporate sector and help combat illegal activities such as money laundering, terrorism financing, and tax evasion. The CTA requires that certain entities, known as “reporting companies,” provide information to FinCEN. Reporting companies are defined as any corporation, limited liability company, or other similar entity that is created by filing a document with a secretary of state or similar office under the laws of a state or Indian tribe, or a similar entity formed under the laws of a foreign country and registered to do business in the United States. The information that must be included has been covered in prior blogs and will be addressed in greater detail in future blogs. Our focus here is on WHO must report – not every…
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