21 November

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The Potential Pitfalls of Being Your Own Client

Billy Swanson dreams of owning his own business. He decides that he is going to open a business catered to the needs of homeowners. Specifically, he is going to provide cleaning services, lawn care services, and snowplowing services to homeowners. So, he decides that he is going to name his business, “The Perfection of a Home, Corp.” He decides to use “Corp” after his name because he believes his business looks more official. So, his buddy tells him that opening up a corporation is easy—you just go to the Secretary of State’s office and register your business as a corporation—because...

07 November

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Commercial Lease Pitfalls

Posted by Evon Spangler

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Hypothetical: Mary’s floral shop, Mary’s Wedding Flowers, Inc. is excited because the shop has outgrown the space, and therefore, she needs to rent a larger space. Mary has negotiated the contract with the potential new landlord. She brings the contract into her meeting with her business attorney as she realizes after being in the school of hard legal knocks that before she signs anything she needs her attorney to review it. Mary explains to the attorney what she believes the agreement is and waits to hear the attorney’s response. The attorney points out the following: Although Mary understands that she...

24 October

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Failure to Properly Incorporate and Piercing the Corporate Veil

Posted by Evon Spangler

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Hypothetical: Mary works in human resources during the week. On weekends she makes fantastic floral arrangements for her friends’ weddings. Mary unexpectedly gets laid off. She decides to turn her hobby into a business. Mary talks to her friends who own their own businesses on how to proceed. Mary goes to the Secretary of State’s office and files the Articles of Incorporation for Mary’s Wedding Flowers, Inc. On the day Mary opens up her flower shop, she immediately is swamped with business. She doesn’t meet with any professionals, including an accountant or an attorney because she can do all of...

10 October

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Complying With a Subpoena

Posted by Evon Spangler

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As a business owner, your business could be served with a subpoena demanding that you turn over certain documents, which is referred to as a subpoena duces tecum. As soon as you are provided with a subpoena, you should immediately contact Spangler and de Stefano, PLLP so that we can guide you and protect you in complying with a subpoena. A subpoena is a court order. However, that does not automatically mean that you must comply with the subpoena. Generally, you should only comply with a lawful subpoena. Therefore, it must be properly served upon your business. For example, receiving a...

03 October

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Personal Property List

Posted by Evon Spangler

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Under Minnesota law, upon death, a person can dispose of tangible personal property through a written list that is referenced in a will or trust. The list cannot dispose of money and coin collections or property used in a trade or business. A personal property list is effective in ensuring that certain items that you own (i.e., jewelry, family heirlooms, etc.) are distributed to the person whom you want to have it (i.e. devisee). For example, if you want certain jewelry to go to specific members of your family, you can make a specific gift in your will/trust or you...

20 September

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A Nonprofit Charity is a Business Entity

Posted by Evon Spangler

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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...

05 September

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Best Practices for Employers Regarding Sexual Harassment

Posted by Evon Spangler

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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,...

22 August

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The Mistake of a Business Owner in Ignoring Sexual Harassment

Posted by Evon Spangler

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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...

01 August

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Using the Buy-Sell Agreement for Business Succession Planning

Posted by Evon Spangler

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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...

18 July

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Your LLC Board May Not Have Authority to Act

Posted by Evon Spangler

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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...