Revisions to the Minnesota LLC Statute. What Does it Mean?

Screen shot 2013-08-16 at 10.29.43 AMOn August 1, 2015, the Revised Minnesota LLC Act will go into effect.  This law impacts all LLCs in Minnesota. This is the most significant change affecting Minnesota LLC law since LLCs were first permitted in Minnesota.

The Revised Act will automatically affect all LLCs formed in Minnesota on and after August 1, 2015 and will affect all LLCs in Minnesota as of January 1, 2018 at which time the old act will be repealed.  All previously formed LLCs can elect to be governed by the new statute prior to 2018 by taking affirmative steps to do so.

If you have an existing LLC, you should contact an attorney to discuss what steps you should take to update your documents. If you do not do so, you could run into a problem where effective 2018 your current documents do not operate in the manner you intended.  There is no time like the present to address the needed changes.

Significant aspects of the Revised Act includes the following changes: Continue reading “Revisions to the Minnesota LLC Statute. What Does it Mean?”

Don’t Make Assumptions When it Comes to Your Assumed Name or DBA in Minnesota

Why does it matter if your trade name is not in the registered name for your business?

Anytime you are doing business in Minnesota and are not using the legal real and true name of each owner in the title of the business or using the full name of the legal entity (including LLC or Inc.), you must file an Assumed Business Name.  Filing a certificate of assumed name (also commonly referred to as a “fictitious business name” or a “DBA”) enables an individual or entity to engage in business name that is different from their legal name. Failing to properly file for an assumed name could result in allegations of fraud or in the case of a limited liability company or corporation a finding that your personal liability is not protected, so it is particularly important to follow proper procedures with the Secretary of State’s Office.

Continue reading “Don’t Make Assumptions When it Comes to Your Assumed Name or DBA in Minnesota”

Corporate Liability Protection – It’s Tax Time!

If you have a corporate entity (e.g. limited liability company, corporation, S-corp, partnership), tax time is a great time to draft the necessary resolutions or minutes to “beef up” your personal liability protection.  If the concept of personal liability protection is new to you, check out our other articles on the subject which can be found here and here. Continue reading “Corporate Liability Protection – It’s Tax Time!”

Reader Question: Can I purchase a business using a contract for deed?

One of the recent searches that led to the Bloomgren Hanson website asked the question, “Can I purchase a business using a contract for deed?” The searcher didn’t find their answer here (until now). The simple answer to the question is no, but that doesn’t mean you cannot accomplish the same result using different tools.

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Superhero, Inc. or L.L.C. or L.L.L.P.

The main idea behind these articles is to provide normal folks information about law that is applicable to them.  Through an NPR article today, I learned of a blog that takes this concept to a whole new level and provides specific legal information to a group of folks they identify as “Comic Book Nerds”:  LawAndTheMultiverse.  To the Law Nerds and Comic Book Nerds, alike, check it out.  For the rest of you, especially potential small business owners, try this article about what type of entity superhero “agencies” might be.

Hiring an Attorney: Small Business Edition

I wrote a post a while back that focused on how to interview a prospective attorney.  I admit, when I drafted the article I had individual clients in mind, not business clients.  I recently came across this article from the New York Times.  It has a lot of the same advice I included in my previous post, but from a business prospective. The article also has good suggestions for addressing cost and keeping cost down, something important to us all in this “new economy.”

Workplace Confidentiality (Or Lack Thereof)

A recent California Court of Appeals case determined that an email sent by an attorney to his client’s work email address was not privileged like typical private communication between an attorney and a client would be.  The decision states in part:

[T]he e-mails sent via company computer under the circumstances of this case were akin to consulting her lawyer in her employer’s conference room, in a loud voice, with the door open, so that any reasonable person would expect that their discussion of her complaints about her employer would be overheard.

The non-lawyer readers of this site probably care little about the attorney client privilege issue, but I would caution you to think again about the main issue brought up by this case: confidentiality within the workplace. Continue reading “Workplace Confidentiality (Or Lack Thereof)”

Small Businesses: Manage Your Online Reputation

With all this talk about social networking, we sometimes forget (or fail to learn in the first place) the basics with respect to social media and online content management. Here is a link to a New York Times article from the summer of 2009 with some simple steps to manage your online presence.  This is especially applicable to small businesses, but is also relevant to individuals with a substantial online presence.  Be sure to check out the Quick Tips.  Do you have Google Alerts set for yourself or your company? If not, check it out and take the first step in managing your on line reputation.

Failing to properly form your corporation or limited liability company creates unnecessary personal risk.

Quite often clients will come to me with an already formed entitiy.  When I ask for corporate records, they can’t produce any because they’ve never been created or they are so out of date, they are basically non-existent.  Operating without proper documentation for your corporation or limited liability is a significant risk. For little time, effort and money you can properly form and run your entity.

Continue reading “Failing to properly form your corporation or limited liability company creates unnecessary personal risk.”