When a deal goes sideways, the limitation-of-liability clause is usually the first paragraph the lawyers read. This article focuses on services and other non-goods business contracts, where Minnesota …
READ MORE →Minnesota treats your LLC as a state-law entity with liability protection, but the IRS treats that same LLC under the federal default classification rules unless the LLC makes a valid election into an …
READ MORE →The S corporation is the default tax structure for owner-operated Minnesota businesses that have outgrown the sole proprietorship, and the rules sit at the intersection of federal and state tax law in …
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 …
READ MORE →A purchase agreement is the foundational document governing the sale of a business. It allocates risk between buyer and seller, defines what is being sold, establishes the purchase price and how it …
READ MORE →Every major business contract contains an indemnification clause, yet most CEOs sign these agreements without fully understanding what they are agreeing to. An indemnification clause can shift …
READ MORE →When an employee leaves your company, whether voluntarily or through termination, one of the most legally sensitive obligations you face is delivering that final paycheck correctly and on time. Across …
READ MORE →If you own a business structured as a limited liability company, there is a question you may have never considered: what happens to the LLC if one of its members dies? For many business owners, the …
READ MORE →A commercial lease is one of the largest financial commitments your business will make. It can lock your company into hundreds of thousands of dollars in obligations over five, ten, or even fifteen …
READ MORE →You built your business on proprietary knowledge: customer lists, pricing strategies, manufacturing processes, software code. Then one day you discover that a former employee walked out the door with …
READ MORE →You shook hands on a deal. You talked through the terms over lunch. You both walked away confident you were on the same page. Then, six months later, a dispute arises and you discover that your …
READ MORE →Every year, businesses lose key employees who walk out the door carrying trade secrets, client relationships, and proprietary strategies. For CEOs and business owners, restrictive covenants are the …
READ MORE →A single missed hour on a timesheet may seem trivial. But when that missed hour is multiplied across dozens of employees over several years, the resulting liability can threaten the financial …
READ MORE →Firing an employee should be straightforward. After all, most states recognize at will employment, meaning either party can end the relationship at any time. Yet wrongful termination lawsuits remain …
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