Category: Business Law
How to Coordinate Business Succession & Estate Planning
October 30, 2024 | Carole Clark Isakson
At some point, many business owners execute a will or trust to provide for the disposition of their personal assets. Those dispositions will either specifically or generally deal with their business ownership interests as well. However, business succession planning is also affected by an entity’s governing documents. This blog addresses the possible conflicts between the entity documents and the individual owner’s estate planning documents. Make sure your business attorney and estate planning attorney are each aware of your plans so you can avoid such conflicts. Governing Documents Affect Business Succession Planning When a business owner makes an estate plan, they must decide where all their assets are to go, including ownership in the business. The owner—let’s call her Sam—may wish to leave half of XYZ Properties to her three children for their benefit. So, Sam’s will or trust will state that her ownership interests in the company (or perhaps simply all her assets) are to be divided equally among her three children. Whether or not this will actually happen depends on the governing documents of XYZ Properties. There are several forms of business entities. But no matter the type of business, the owner(s) intentionally created it, and in cases where there is more than one owner, the owner intentionally chose the other person(s) with whom…
Read MoreGet Your Company Records Right with Help from BGS
July 10, 2024 | Carole Clark Isakson
Almost weekly, I am contacted by a small business owner who needs their company’s corporate records to be “updated.” This “update” request is usually prompted by ownership changes, the sale of the company, or a potential lender doing its due diligence. In all cases, those other parties want to make sure that the company they are buying or investing in has been properly formed, is properly managed, and has designated those with authority to bind the company. And—in at least half of these cases—the reason the company records need updating is because the owners initially formed the entity without legal help. Many people know that the Minnesota Secretary of State provides forms for the initial Articles, but this is not enough. If all you do is file the Articles, you have done nothing more than create a shell of a company. It is unlikely that a lender will be satisfied with this, and anyone buying your company (except perhaps another existing owner) will insist that the company records be completed and corrected. Filing Articles of Incorporation (for a corporation) or Organization (for an LLC) is only the first step. To complete those online, you will need the following: Proposed name of the entity Registered office and agent How many shares are authorized (in the case of a…
Read MoreEarned Sick and Safety Leave Law
December 11, 2023 | David R. Schaps
Minnesota’s new Earned Sick and Safety Time Leave Law (ESST) is approaching, and Minnesota business owners need to have policies in place and prepared to go live on January 1, 2024. Employers must provide each employee in Minnesota with at least one hour of paid sick and safe time for every 30 hours worked, up to at least 48 hours of accrued ESST a year. An employee is anyone who works at least 80 hours a year for an employer in Minnesota and is not an independent contractor. An employer’s existing leave policy, such as paid time off (PTO), may already fully or partially meet Minnesota’s earned sick and safe time requirements. Local ordinances such as those in Bloomington, Duluth, Minneapolis, and St. Paul may also affect the requirements to provide ESST leave time and differ from the new State requirements. Please note that an important part of the new law is that employees do not have to live in Minnesota to be eligible for ESST accrual but must work at least 80 hours in Minnesota in a year to be eligible; time worked in Minnesota will apply to ESST accrual. If an employer is based in Minnesota but has employees who work in another state, those out-of-state employees are not covered by…
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