Category: Corporate & Business law
Minnesota's New Limited Liability Company Act
June 30, 2015 | Bradley KletscherOn April 8, 2014, Governor Dayton signed into law the Minnesota Revised Uniform Limited Liability Company Act which will be codified in new Chapter 322C of the Minnesota Statutes (the “MRULLC”). The MRULLC will become effective on August 1, 2015 for all Limited Liability Companies (“LLC”) formed on or after that date. LLCs in existence on July 31, 2015 will remain governed by the present Minnesota LLC Act, Chapter 322B (“Chapter 322B”), but may elect after that date to be governed by the New Act. Any Chapter 322B LLCs that have not elected to be governed by the New Act will automatically become subject to the New Act on January 1, 2018. Significant aspects of the MRULLC, compared to Chapter 322B, include the following: Model change toward partnership Chapter 322B closely resembles the Minnesota Business Corporation Act. Chapter 322Bs default rules establish a corporate structure, with members, a board of governors and managers more analogous to shareholders, a board of directors and officers in a corporation. The MRULLC defaults to member management (similar to a partnership), but permits manager management and board management. Board management is to permit existing LLCs to continue with their current structures. Operating Agreements Chapter 322B contemplates that an LLC will have a member control agreement and bylaws, which…
Read MoreBGS Attorney to Present at Business Succession Seminar
October 8, 2013 | Barna, Guzy & Steffen, Ltd.Northeast Bank is sponsoring a seminar called “Succession Planning Strategies” on Wednesday, October 23, 2013 from 7:30-9:00 am. BGS Corporate and Business law attorney Daniel Ganter has been invited to participate and speak during this event. Dan will be speaking and answering questions about succession planning along with CPA Tim Kenyon of Cummings, Keegan & Co. PLLP. Dan and Tim will cover succession planning time line and process, as well as the role and importance of buy/sell agreements. The talk will help guide listeners in understanding how a business sale progresses and occurs to help secure the future of the business. Ganter has practiced corporate and business law for over 28 years. He has handled many buy-sell agreements over the course of his career. This is the third seminar he has participated in this year. He presented at a National Business Institute Seminar this past spring entitled: “Helping Your Client Buy or Sell a Small-to-Medium Sized Business.” Ganter also participated in a Minnesota Small Business Symposium called “Buy/Sell Techniques for Business” in January. He routinely handles many other business issues as well. “Succession Planning Strategies” will be held at Jax Café, 1928 University Avenue NE, Minneapolis, MN. To register for the seminar, visit
Read MoreBeware of the Franchise
July 8, 2010 | Barna, Guzy & Steffen, Ltd.by Kip R. Peterson and Dainel D. Ganter, Jr. Spring 2010 In Brief Newsletter Believe it or not, your business could be a FRANCHISE. If so, failure to comply with applicable laws and regulations could result in serious consequences. Ignorance of these laws and regulations is no defense. When most people think of a franchise they think of fast-food restaurants, fitness chains and hotels. However, Minnesota law broadly defines the term “franchise,” potentially expanding the reach of the franchise laws and regulations to include legal arrangements such as license agreements, consulting agreements, and distribution agreements. It is important to note that it doesn’t matter what the parties call their relationship. If the elements of a franchise are met, the parties must comply with the franchise laws and regulations. Minnesota law defines a “franchise” as a contract or agreement between two or more persons which satisfies the following elements: (1) a franchisee is granted the right to engage in the business of offering or distributing goods or services using the franchisor’s trade name, trademark, service mark, logo or other commercial symbol or characteristics; (2) the franchisor and franchisee have a “community of interest” in the marketing of goods or services; and (3) the franchisee pays a franchise fee. Two of the three elements of…
Read More