651-776-2900

Schedule a free one-half hour consultation

 

Blog

The Mistake of a Business Owner Regarding a Purchase Agreement

If you are going to purchase a business or sell your business there are several factors that a business owner will want to take into consideration. Business owners often make a mistake when they erroneously believe that a “simple” purchase agreement is sufficient. Consider the following hypotheticals: Hypothetical #1: Susie’s Little Educators, Inc. is owned by Susan Queen. The business is licensed by the State of Minnesota. One of Susan’s key employee’s wants to purchase the business. They find a purchase agreement on the internet and use it. The agreement includes that the key employee will purchase the business under a...

Continue reading

The Sale of a Business and Real Estate

It is not uncommon for a business owner to sell, at the same time to the same buyer, a business and the real estate in which the business is based. In other words, the business owner owns the business and the real estate in which the business is based. Often, to save legal fees, a business owner will want to have one purchase agreement that includes both the sale of the business and also the real estate in which the business is based. This is rarely advised. Generally, in this type of situation, you will want to have one purchase agreement...

Continue reading

A Step Up In Basis

It is common in estate planning and business succession planning – amongst other areas – to hear the phrase “a step up in basis.” A step up in basis means that the basis (i.e., the value) of the asset is stepped up to the value of the asset as of the date of death. Therefore, the tax is based on the fair market value as of the date of death rather than at the date of purchase. This article will provide a general overview through hypotheticals. The information provided is not tax advice. Please consult with your tax advisor for...

Continue reading

Real Estate Taxes

Not paying your real estate taxes in Minnesota can result in your property being foreclosed upon by the government. If a foreclosure occurs under these circumstances, in Minnesota, under current law, you are not entitled to the surplus from the sale of the home. Hypothetical: Mary owns her home. She moves into assisted living. Due to the cost of assisted living Mary can no longer afford to pay her real estate taxes. So, she stops paying them. The county forecloses on her home. The home is worth $200,000. The property taxes, with interest, are $25,000. In this hypothetical, if Mary does not...

Continue reading

Your Minnesota LLC is Governed Under the New LLC Act

If your LLC was formed under the old LLC Act (322B), as of January 1, 2018, your LLC is now under the new LLC Act (322C). The transfer under the new LLC Act, as of January 1, 2018, happened automatically under law on January 1, 2018. There are numerous changes under the new law. It is prudent to retain counsel to revise your operating agreement and counsel your LLC given the significant changes in the LLC law. Spangler and de Stefano, PLLP assists clients with LLCs and legal entity issues. The material contained herein is for informational purposes only, and is not intended...

Continue reading

An Employer’s Obligation to Provide Written Notice About Wages, Etc.

Minnesota law requires that all employers must provide each employee with a written notice at the start of their employment and keep a signed copy of the notice on file. In addition, the employer has to provide notice to the employee before any changes regarding, amongst other things, the employee’s employment status, whether the employee is exempt and on what basis, the number of days in the employee’s pay period and the regularly scheduled pay date, the date the employee will first receive payment of wages earned, the employee’s rate(s) of pay and the basis thereof, including how the employee...

Continue reading

The Mistake of a Business Owner Regarding Shareholder Agreements

Shareholder agreements often evolve over time. That is often due to, amongst other factors, the increased sophistication of the company and the fact that shareholders leave and others join. It is important to review your shareholder agreement and make certain that it is accurate and not in need of changes. The best time to review your shareholder agreement is now, when all of the shareholders are getting along. If you wait until there is a problem, then it becomes difficult, if not impossible, to amend it. The following steps are recommended: Make certain that all shareholders have signed the most...

Continue reading

Steps to Take When Inheriting via a Transfer on Death Deed (TODD)

It is common to inherit real property through a TODD (transfer on death deed). The inheritance happens automatically by operation of law upon the owner’s death to the beneficiary named in the TODD. Even so, there are several steps you will need to take if you are the beneficiary who inherited real property via a TODD. First, you will need to contact the insurance company and change the owner of the policy from the decedent to you. If the policy is not changed and disaster strikes (e.g., a fire that destroys the home), homeowner’s insurance will not provide coverage. Second, you...

Continue reading

Common Contract Terms – Part III

It is important when you are reviewing a contract that you have a basic understanding of common contract terms and the importance of some of those common contract terms. Headings. Most likely you will want to exempt the headings for the contract sections from being key terms of the contract. That is because headings are generally used for reference and convenience. A heading generally is not used for interpretation of contract terms. However, if you do not have a provision that states such, a party can argue that a heading was part of the contract term, which could have serious consequences...

Continue reading

Misclassifying a Worker as an Independent Contractor

Hypothetical: Sally owns Sally’s Baked Goods With Muffins, LLC. Sally uses independent contractors for her baking. That way, she does not have to provide workers compensation, pay taxes on her workers, and it provides her with the flexibility to terminate a worker without worrying about all of those “pesky employment laws.” One day, her best worker, Barb gets hurt on the job. Now, Barb is demanding that Sally cover the cost of her medical care and the time that she is off of work. Sally decides that she needs to seek the advice of a business attorney. The business attorney explains...

Continue reading