Category: Corporate & Business law
Why Corporate Records Matter
August 10, 2023 | Carole Clark Isakson
Most people know that a key step in starting a business is creating an entity (an entity can protect your personal assets). Many of those people will go online to the Secretary of State website, find the form for Articles, and complete those online. With Articles in hand the company can now get an EIN. But is that enough? Are you going to have all the benefits of running the business as an entity if you only take these two steps? Read our blog to understand why corporate records matter. The short answer is NO Some of the reasons for this answer are simple: A fully formed entity also needs documents that show who owns it, and how the company will be run, among other things. Those initial documents won’t show who actually owns the company or who the officers are, and they don’t contain any rules on how the company will be operated. Some specialized types of entities require provisions that aren’t in those forms but are required by law. The importance of complete corporate records At least once a month we interact with clients with ongoing businesses that realize they never really finished forming the entity – and now are trying to sell it, or get a loan, or defend a lawsuit….
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
Update December 19th, 2024 On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, enjoining the federal government from enforcing the Corporate Transparency Act (CTA) and its reporting deadlines. On December 13, 2024, the Department of Justice (DOJ) filed an Emergency Motion for Stay Pending Appeal in the Fifth Circuit requesting an expedited briefing schedule and a ruling “as soon as possible, but in any event no later than December 27, 2024, to ensure that regulated entities can be made aware of their obligation to comply before January 1, 2025.” Reporting companies should continue monitoring developments in the coming days in case the January 1, 2025 deadline for filing is reinstated. 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…
Read More