17 October

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Common Misconceptions About Probate and Estate Planning

It is not uncommon for a potential estate planning client to make a comment that they need to have a will done in order to avoid probate. Wills do not avoid probate. Even so, probate is not generally “a bad thing.” Probate is simply to settle the decedent’s debts and the lawful transfer of the decedent’s assets in accordance with the decedent’s wishes pursuant to a will or according to the intestate statute if the decedent does not have a will. With certain family dynamics or in cases where there are minor children, probate is oftentimes a good thing because...

26 September

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The Mistake of a Business Owner Regarding Secretary of State Filings

Posted by Evon Spangler

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The details matter when it comes to the formation of your business entity, filing the initial documents with the Minnesota Secretary of State (“SOS”) and maintaining your registration with the Secretary of State for your entity business filings. About 25% of businesses who come to our firm seeking legal representation for their business entity have an inactive listing with the SOS because they have failed to renew their business entity. As a result of their failure to renew, after a relatively short period of time, the SOS administratively terminates the legal entity. As a result, your legal entity is not authorized...

04 September

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The Mistake of a Business Owner Regarding Personal Guarantees

Posted by Evon Spangler

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Hypothetical: Jill owns Jill’s Donuts, Inc. She has been in business for 5 successful years, and she wants to expand. She believes that the expansion of the business is necessary and wise because she figures doing so will increase significantly increase her revenues. Jill’s Donuts, Inc. is approved for an SBA loan, which requires Jill to sign a personal guarantee. In addition, when Jill goes to the landlord to request additional space, the landlord agrees to a new lease for the expanded space (with increased rent). The new lease with the expanded space is in Jill’s name as that is...

21 August

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The Stakes Have Risen: Criminal Consequences for Wage/Hour Violations

Posted by Evon Spangler

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Unbeknownst to most employers (note: ignorance of the law is not a valid defense), there are numerous violations in employment law that have criminal consequences. The stakes have risen as the 2019 Minnesota legislature passed sweeping wage and hour “reform” laws that have increased potential criminal consequences for employers. The crime of “wage theft” was added to the existing criminal laws. “Wage theft” occurs “when an employer with the intent to defraud: i) fails to pay an employee all wages, salary, gratuities, earnings, or commissions at the employee’s rate or rates of pay or at the rate or rates required...

07 August

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New Requirements for Paystubs

Posted by Evon Spangler

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The 2019 Minnesota legislative session made sweeping and significant changes to wage and hour laws, including requiring additional information on employees’ paystubs or earnings statements. The previous law required that paystubs include the name of the employee, total hours worked by the employee in the pay period, the gross pay amount earned by employee in the pay period, the net pay amount after deductions have been made, the deductions made from the employee’s pay, the date the pay period ended, and the employer’s legal and operating name. The new law requires several additional requirements. In addition to the requirements above, now...

17 July

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Review Your Contracts Prior to Signing

Posted by Evon Spangler

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It is important that you review any business contracts and leases prior to signing, and that you seek the advice of an experienced business attorney prior to signing. While every provision in a contract is important, here is a list of the top five provisions that oftentimes do not get the close attention needed in an business owner's review of a contract or lease: Are you limited to arbitration to resolve any claims? If you are limited to arbitration, then you will not be able to seek any relief in court. Which state’s laws apply to your contract or lease?...

27 June

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The Mistake of a Business Owner in Not Having Checks and Balances

Posted by Evon Spangler

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Hypothetical 1: Sarah has a successful massage therapy business. One of her long-time friends, Jill, has worked for her for five years. Sarah trusts her completely. Their children are friends, the families hang out weekly, and they attend church together. With massage therapy, a lot of clients pay cash. However, Sarah never requests any documentation about the cash that her employees receive as she trusts them. Then, Sarah makes a startling discovery – Jill has been pocketing some of the cash that clients have paid her for the massages. Hypothetical 2: Beth has an art gallery. Her longtime CFO, Bill, is...

12 June

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Maintaining Corporate Minutes

Posted by Evon Spangler

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The importance of maintaining corporate minutes is essential to both the business and the owners’ financial health. This is especially true for corporations: both S-Corporations and C-Corporations (and for LLCs that are managed by a board). Minnesota law requires that corporations keep their corporate books in order to maintain the corporate veil (which protects the owners’ personal assets from being seized to pay a business judgment). A significant disadvantage in having a corporation (rather than an LLC not managed by a board) is the necessity of maintaining corporate minutes. Not only do you have to maintain your corporate minutes in order to maintain your corporate veil (in...

30 May

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Tips for Hiring an Employee

Posted by Evon Spangler

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Are you aware that the steps to hiring an employee should start long before you have advertised a job opening? It is important to make certain that your business (and your personal assets as a business owner) is protected through the proper legal entity, but also through best practices in hiring an employee. Are you aware of your obligation to make certain that your employee is authorized to work in the United States? You need to have a completed Form I-9 (Employment Eligibility Verification) for each employee. Are you aware that Form I-9 (Employment Eligibility Verification) needs to be filled out by the employee...

15 May

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Planning for the Success of Your Business Through Business Succession Planning

Posted by Evon Spangler

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Hypothetical: Susan owns Susan’s Delights, LLC, a highly successful catering company. When she turned 60 she decided that she wanted to sell it. She had vague plans to sell the company previously when she turned 60, but hadn’t taken any steps to sell it. She immediately starts looking for a buyer. However, no one is interested in buying the business because Susan’s financials do not show a successful business. As a result, Susan gets discouraged, and simply closes down her business. Business succession planning usually comes up in two different ways. First, as part of a business owner’s preplanning for distribution of their assets upon death. Second, when a business owner decides...

Author: Evon Spangler