At the law firm of Henderson, Howard & Pawluk, our attorneys have substantial experience in corporate & business law, including transactions as well as commercial disputes. We can assist with the formation and organization of such business entities as limited liability companies (LLCs) and corporations. We also assist with the formation and organization of general partnerships, and represent shareholders and partners in disputes. We assist in all types of transactions, including business acquisitions or sales and the purchase and sale of business assets. Our attorneys represent businesses in intellectual property matters, including assisting with the registration of trademarks and copyrights, and trade secret violations arising under the federal Lanham Act and the Minnesota Unfair Competition statute and Uniform Trade Secrets Act, respectively. In addition, we can assist businesses in a wide range of employee and personnel matters, including counseling companies on how to remain in compliance with state and federal labor laws, advising on proper termination procedures, and assisting in wrongful termination claims.
Q. Should I use the sample Articles of Incorporation or Organization that the Secretary of State supplies to start my corporation or LLC?
A. The forms supplied by the Secretary of State contain only the minimal information and decisions about your business organization that are required by the statutes. There are several important issues regarding stock, voting, and power issues that you should discuss with a lawyer before you organize your business that aren’t included in the form Articles you can get from the Secretary of State. There are also several protective provisions that can and should be included in a good set of Articles of Incorporation or Organization that are not included in the Secretary of State’s minimal form of Articles.
Q. Are there a lot of complicated requirements like keeping minutes that I would have to comply with if I incorporated my business or organized it as an LLC?
A. There are some record keeping practices that you should complete and keep current in order to protect your corporate or LLC status. These included keeping of minutes and the filing of an annual report with the Secretary of State. You will also have to file a separate tax return for your business in addition to your normal 1040 and state returns. The record keeping requirement can be done in a very informal manner and are records you should probably keep for any type of business, even a sole proprietorship. As part of the business organization process, we will provide you with sample minutes, teach when and how to keep minutes and provide all of the minutes for the organizational meeting you should hold when you incorporate or organize an LLC.
Q. Why should I use an attorney to organize an LLC or incorporate my business?
A. In order to be treated like a corporation or LLC under the law, the shareholders, officers and members of the Board of Directors must act like a valid corporation or LLC. This means that they must do more than just file Articles of Incorporation or Organization. In order to prevent loss or attachment of personal accounts and avoid personal liability for the acts of the business or its agents or employees, the principals of the corporation or LLC must have minutes organizing the corporation or LLC, issue stock or interests, elect officers and a Board of Directors or Board of Governors, approve or ratify certain actions, adopt Bylaws, and determine the cost of shares or interests. If the principals do not complete these tasks, their business will not receive the benefit of limited liability nor be able to withstand an IRS or Department of Revenue audit and may lose their corporate or LLC status under the law.