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Author: Evon Spangler

Spangler and de Stefano PLLP > Articles posted by Evon Spangler

A Nonprofit Charity is a Business Entity

Helping others through a nonprofit charity is often viewed as noble. But a charity’s good deeds does not provide it carte blanche. In fact, nonprofit charities are highly regulated, and failing to understand those regulations can be disastrous. There are two dozen different types of tax exempt exemptions under the Internal Revenue Code. This article uses the most common exemption – 501(c)(3) – as the example. First and foremost, the nonprofit charity is a business entity. In Minnesota, first the nonprofit files with the Minnesota Secretary of State as a business entity. Second, the nonprofit applies to the IRS for its...

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Best Practices for Employers Regarding Sexual Harassment

In the era of #MeToo, employers need to adopt best practices regarding sexual harassment. At a minimum, adopt a strong anti-harassment policy, periodically train each employee on its contents, and vigorously follow and enforce it. The policy should include: A clear explanation of prohibited conduct, including examples; Clear assurance that employees who make complaints or provide information related to complaints will be protected against retaliation; A clearly described complaint process that provides multiple, accessible avenues of complaint; Assurance that the employer will protect the confidentiality of harassment complaints to the extent possible; A complaint process that provides a prompt, thorough,...

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The Mistake of a Business Owner in Ignoring Sexual Harassment

Hypothetical: Jordan owes Jordan’s Construction, Inc. She hired her first employee the first day she started her business. She did not consult with a business attorney or a human resources consultant. There was no time. The business needed to start immediately, and she couldn’t take the time to “dot the i’s” or “cross the t’s.”  This was her third business and she had never had any problems.  She had 10 employees.  Two of them were supervisors. One of them Chris was a flirt. Chris’s behavior was well-known, but in the construction industry, “it was acceptable.” A new employee, Sam started...

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Using the Buy-Sell Agreement for Business Succession Planning

If your business partner died, and you do not have a Buy/Sell Agreement, are you aware that your business partner’s spouse or other heirs are now your new business partner?  Planning for the succession of your business is an important consideration many business owners fail to make. The Buy/Sell Agreement is a simple solution for most business owners in these circumstances. The Buy/Sell Agreement is a legally binding contract that outlines what happens if a co-owner dies, files for bankruptcy, there is an involuntarily transfer to a creditor (e.g., an ex-spouse),  becomes disabled, resigns or retires. Usually, Buy/Sell Agreements are funded...

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Your LLC Board May Not Have Authority to Act

As you are aware, as of January 1, 2018, all LLCs organized in Minnesota are now governed under the new LLC Act regardless of when your LLC was created. The transfer of your LLC to the New LLC Act happened automatically under law on January 1, 2018. Under the old law, all LLCs created in Minnesota were board-managed as the old law had a board governance structure for all LLCs. Under the new law, there are three options for management: 1) board-managed; 2) manager-managed; and 3) member-managed. However, all LLCs under the new law are member-managed, unless your operating agreement expressly...

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Common Estate Planning Mistakes

Determining whether or not you should have a trust or a will depends on your unique circumstances and goals. Hypothetical #1: Barb and Ken are married. Barb has two children from a previous relationship. Barb and Ken’s wills have one-half of the estate being distributed to the other spouse, and the other-half of the estate being distributed to Barb’s children. Barb dies. Ken then does a new will and does not leave anything to Barb’s children. Analysis: It is not uncommon in “mixed marriages” (i.e., when spouses do not have children together, but at least one spouse has children from a previous...

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The Mistake of a Business Owner in Not Formally Dissolving their Business

Hypothetical: Amanda owns Amanda’s Cleaning Products, Inc. Her business makes and distributes different cleaning products. As common for most businesses, she had to go into debt in order to start manufacturing her products. She took out credit cards in her business name, and a couple of personal loans from friends and family. One year after opening her business, Amanda decides that being a business owner is not for her. So, she meets with her accountant who tells her to simply file a final tax return, and to not worry about dissolving her business because she had only been in business...

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S-Corp vs. C-Corp

The most common types of legal entity structures for multi-owner businesses are a Corporation, Limited Liability Company or a Partnership. Deciding which type of legal entity structure is best for your business depends on numerous factors. Each type of legal entity has advantages and disadvantages. There is no one type of legal entity structure for multi-owner businesses that are not without serious disadvantages. However, the type of legal entity that you chose is complicated because it depends on several different factors. In addition to tax and liability implications, an often over-looked factor is ownership structure. This blog article discusses ownership...

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Avoid Creating Personal Liability for a Business Debt

It is very easy and common for a business owner to inadvertently create personal liability for a business debt. For example, “your business” enters into a contract, but the name on the contract is your personal name rather than your business name.  Another example is when you sign your personal name rather than signing for the business entity. The proper way to enter into a business contract and ensure that the debt is a business debt and not a personal debt is to follow these steps: 1)Make certain that the name on the contract is the business name as it appears in...

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Common Mistakes Regarding Assumed Names

If your business uses a name other than the name filed with the Minnesota Secretary of State (“SOS”), you must file the assumed name with the SOS, and publish the assumed name in a legal publication pursuant to Minnesota law. Whether or not you have to file an assumed name depends on your particular circumstances. In our experience, there are three common mistakes that businesses make regarding assumed names.  First, a business uses a name other than the one filed with the SOS.  For example, the name of your business that is registered with the SOS is Wholesale Flowers, Inc., but...

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