When a counterparty breaches a Minnesota contract, the question is rarely whether you can do something. The question is which remedy fits the facts, the contract’s own language, and the result …
READ MORE →When an employee leaves, the question I get most often from owners is some version of: how fast do I have to cut the final check, and what goes in it? Minnesota has a clear answer, but the answer …
READ MORE →Most Minnesota business owners ask the same question after handing me an NDA: will this actually hold up if my former employee or counterparty walks off with confidential information? The honest …
READ MORE →When a Minnesota CEO asks me whether a worker should be on the payroll or on a 1099, the honest answer is that it is not a single question. It is four questions, and they can return four different …
READ MORE →The Minnesota pass-through entity tax election is a state-level workaround for a federal problem: the cap on individual deductions for state and local taxes. When your LLC or S-corp makes the …
READ MORE →When an employee leaves and has a balance of unused paid time off, Minnesota employers often ask the same question: do we owe that balance, and if so, how much and when? The short answer is that …
READ MORE →If you live some of the year in Minnesota and some of it elsewhere, the question of whether you owe Minnesota income tax is rarely as simple as picking the state with the lower rate. Minnesota uses …
READ MORE →Minnesota taxes prewritten computer software, digital goods, and a specific list of services, and it treats true cloud software as a service (SaaS) as a nontaxable service under current Department of …
READ MORE →A Minnesota severance agreement that survives challenge does two things at once. It satisfies federal Age Discrimination in Employment Act (“ADEA”) release rules under the Older Workers …
READ MORE →A Minnesota business owner can lose a multi-million-dollar deal because nobody signed a single page. Minnesota’s statute of frauds, codified mainly in Minn. Stat. ch. 513 and Minn. Stat. § …
READ MORE →When a key hire walks out the door with a customer list and joins a competitor, a Minnesota CEO no longer has the noncompete tool that once made the answer simple. The good news: three statutory tools …
READ MORE →When a deal goes sideways, the limitation-of-liability clause is usually the first paragraph the lawyers read. Minnesota has no general statute setting the rules; these clauses are enforced under …
READ MORE →Minnesota treats your LLC as a state-law entity with liability protection, but the IRS treats that same LLC as whatever federal tax classification you choose. That split is the core concept business …
READ MORE →When Minnesota overhauled its wage laws in 2019, lawmakers did something unusual: they rewrote the employer’s administrative duties in detail and then attached a felony-level criminal statute on …
READ MORE →What Is an Annual Meeting of LLC Members? An annual meeting of members is the yearly gathering of LLC owners to review the company’s performance, elect or re-elect governors, approve financial …
READ MORE →What Is a Written Action of the Board of Directors? A written action allows the Board of Directors of a corporation to approve decisions without holding a formal meeting. When all directors sign a …
READ MORE →What Is a Written Action of the Board of Governors? A written action allows the Board of Governors of an LLC to approve decisions without holding a formal meeting. When all governors sign a written …
READ MORE →What Is a Written Action of an Incorporator? An incorporator is the person who files the Articles of Incorporation with the government, initially forming the corporation. The incorporator may be the …
READ MORE →Maintaining corporate formalities: annual meetings, board minutes, and separation of personal and business finances, is the single most important defense against personal liability for business debts …
READ MORE →In Minnesota, whether a worker is an independent contractor or an employee is determined by a multi-factor analysis under Minn. Stat. § 181.722. The consequences of getting the classification wrong …
READ MORE →Every Minnesota LLC and corporation must file an annual renewal with the Secretary of State by December 31, maintain a registered agent, and meet Department of Revenue filing obligations on separate …
READ MORE →The Minnesota Consumer Data Privacy Act (MCDPA), codified at Minn. Stat. §§ 325M.10–325M.21, applies to businesses that conduct business in Minnesota and either process personal data of 100,000 or …
READ MORE →The five vendor contract clauses most likely to produce disputes are indemnification, liability caps, auto-renewal, termination rights, and intellectual property ownership. If you sign a vendor …
READ MORE →Under federal copyright law, employers automatically own works created by employees within the scope of their employment, no written agreement required. Independent contractor work, however, belongs …
READ MORE →If you have discovered (or even suspect) that one of your products is defective, here is what you need to do: stop distribution immediately, preserve every document and communication related to the …
READ MORE →Every business owner who forms an LLC or corporation does so with a fundamental expectation: the company is a separate legal entity, and its debts and liabilities belong to the company, not to the …
READ MORE →Every business relies on vendors. From software platforms and cloud storage to payroll processors and marketing agencies, vendor relationships form the backbone of modern operations. Yet most business …
READ MORE →When your company gets sued, the lawsuit itself is only the beginning. Before anyone steps foot in a courtroom, both sides enter a phase called discovery, where each party can demand information from …
READ MORE →Your commercial lease is expiring, and the landlord has sent a renewal proposal with a steep rent increase. For many business owners, this moment triggers a wave of anxiety. Relocating is expensive …
READ MORE →Selling a business is one of the most consequential financial decisions a business owner will ever make. Yet many owners approach the process unprepared, leaving significant value on the table or …
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