ITEM 3: LITIGATION Pending Actions Blank v. Belmont Mufflers, Inc., No. 06-111 (M.D. Fla. filed August 1, 2007). Five franchisees filed suit against us for breach of contract, alleging that we failed to furnish equipment in the time period stated in our franchise agreement. These franchisees seek damages of $350,000. A trial is scheduled for…
Table No. 1 – Systemwide Outlet Summary Table No. 1 of Item 20 presents the total number of all outlets nationwide – both company owned and franchised – operating at the beginning and at the end of each of the franchisor’s last three fiscal years. This chart should include all outlets that are substantially similar…
The “Required Payment” Element The last of the three definitional elements of a franchise covered by the amended Rule is that purchasers of the business arrangement must be required to pay to the franchisor (or to an affiliate), as a condition of obtaining a franchise or starting operations, a sum of at least $500 at-5…
Professional Entities The Minnesota Professional Firms Act, Minnesota Statutes, Chapter 319B, was enacted in 1997 and authorizes practitioners of certain licensed professions to elect to be professional firms under any one of three different forms of organization: corporations (either for-profit or nonprofit); limited liability companies; and limited liability partnerships. In the absence of the Minnesota…
The “Significant Control or Assistance” Element The amended Rule covers business arrangements where the franchisor “will exert or has the authority to exert a significant degree of control over the franchisee’s method of operation, or provide significant assistance in the franchisee’s method of operation.” When Is Control or Assistance Significant? The more franchisees reasonably rely…
Amending Articles of Organization A limited liability company may amend its articles of organization to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included. Amendments are required when any changes are made in the articles of organization. The amendment…
Subsidiaries When a corporation extends into a new product line or a new geographic area, it frequently establishes a “subsidiary” corporation. A subsidiary corporation is a separate legal entity which happens to be controlled by another corporation (its “parent”) that owns enough shares of the subsidiary’s stock to dictate policy. Some subsidiaries are wholly-owned, some…
Do you need to have a disclosure or disclaimer at the end of your emails? Most people don’t. Still, some professionals (like lawyers) may want an email disclosure. Email disclosures don’t have to be long and filled with a lot of legalese. However, sometimes lawyers may prefer that to make them sound more sophisticated or…
Amending the Articles of Incorporation A corporation may amend its articles of incorporation to include or modify any provision that is required or permitted to appear in the articles or to omit any provision not required to be included in the articles. Amendments are required when any changes are made in the articles of incorporation….
Other Provisions There is no publication (i.e., no “legal advertisement”) requirement for corporations incorporated under Minnesota Statutes Chapter 302A. There is also no statutory minimum capital requirement for these corporations. There are a number of provisions of Minnesota Statutes Chapter 302A that may be altered or adopted in the articles of incorporation, but that need…
Limited Partnerships A limited partnership is a type of partnership in which the limited partners share in the partnership’s liability only up to the amount of their investment in the limited partnership. Under Minnesota’s Uniform Limited Partnership Act, the limited partnership must have at least one general partner and one limited partner. The general partner…
Determining Whether a Name is Distinguishable General Rule In general, any name which contains a different word from existing names on file with the Secretary of State is distinguishable and the name is acceptable for filing as an assumed name or as the name of a corporation or limited liability partnership or limited liability company….
Statutory Requirements Name requirements for corporations, limited liability partnerships and limited liability companies are established by statute. The name of a corporation must: Be in the English language or any other language expressed in English characters; Contain the words “corporation”, “incorporated”, or “limited”, or an abbreviation of one or more of these words, or the…
Certificate of Assumed Name After you’ve decided what type of business entity is right for your business, you may have to decide on a business name. In this sub-series of posts, we’ll discuss: Certificate of Assumed Name Naming the Business Entity – Naming a Corporation, Limited Partnership, Limited Liability Partnership or Limited Liability Company Determining…
Net Operating Loss If the taxpayer’s deductions for the year exceed gross income, the taxpayer may have a net operating loss (NOL). The NOL is used to reduce taxable income in other years. There are limits on the kinds of deductions, and the amounts, that can be used in computing an NOL. These limits are…
In Minnesota, “emancipation” means that a minor has the same legal rights and Minor obligations as an 18-year-old adult. It can also be “partial, conditional … or limited as to time or purpose.” Sonnenberg v. County of Hennepin, 99 N.W.2d 444, 447-448 (Minn. 1959). A minor can be emancipated by a legal marriage or by…
Fringe Benefits Fringe benefits include items such as accident and health insurance, medical savings accounts, group term life insurance, salary continuation plans, reimbursements for educational expenses, dental insurance, death benefits, day care programs, supplemental unemployment benefits, “cafeteria plan” programs, and others. As with employee retirement benefit plans, the tax treatment of fringe benefits is a…
Sample Item 23: Receipts ITEM 23: RECEIPTS Receipt This disclosure document summarizes certain provisions of the franchise agreement and other information in plain English. Read this disclosure document and all agreements carefully. If Belmont offers you a franchise, it must provide this disclosure document to you 14 calendar days before you sign a binding agreement…
What is the property tax refund program? The homeowner’s property tax refund program (sometimes called the “circuit breaker” or the PTR) is a state-paid refund that provides tax relief to homeowners whose property taxes are high relative to their incomes. If property tax exceeds a threshold percentage of income, the refund equals a percentage of…
Introduction Whether you are self-employed or an employee, if you use a portion of your home for business, you may be able to take a home office deduction, including some operating expenses for the business use of a part of your home. These expenses may include mortgage interest, real estate taxes, insurance, utilities, repairs, and…
Sole Proprietorship There are no federal or state regulations governing termination of the sole proprietorship itself. The sole proprietor simply winds up the affairs of the business and discontinues operations. If the business had employees, the owner must notify federal and state taxing authorities that the proprietor is no longer operating the business and paying…
Sole Proprietorship A sole proprietor transfers ownership of the business by transferring the assets of the business to the new owner. The prior proprietorship is terminated and a new proprietorship is established under the new owner. Partnership The transfer of a partner’s economic interest in a partnership is determined by the partnership agreement, or by…
A startup business, regardless of form, generally will find it difficult to obtain outside financing. The statistical failure rate for new businesses is high, and many lenders view financing the startup business venture as extremely risky. Banks and other creditors generally will require a significant capital investment by the business owner, and a personal guarantee…
Sole Proprietorship The sole proprietor has full and complete authority to manage and control the business. There are no partners or shareholders to consult before making decisions. This form of organization gives the proprietor maximum freedom to run the business and respond quickly to day-to-day business needs. The disadvantage of this form is that the…
All businesses, regardless of their form, will encounter certain organizational costs. These costs can include developing a business plan, obtaining necessary licenses and permits, conducting market research studies, acquiring equipment, obtaining the advice of counsel, and other costs. Sole Proprietorship The sole proprietorship is the simplest form of organization, and the least expensive to establish….
Wages for employees are covered by both Federal and state wage and hour laws. The federal law that governs wage and overtime requirements is the Fair Labor Standards Act (FLSA) and the regulations established under that act. In most cases, the FSLA does not require employers to pay minimum wage or overtime to employees who…
A recent case before the Minnesota Court of Appeals was important because it affirmed the right to sue a Minnesota city, township, or other municipality. In the case, Washington County sued the City of Oak Park Heights, claiming that the City had overcharged the county for water and sewer services. The County’s claim, in legal…
The federal Family Medical Leave Act (FMLA) provides that if an employer violates the FMLA, the employee may be entitled to “liquidated damages”. Liquidated damages are in essence a penalty, are in addition to actual damages and are calculated as an amount equal to: Wages, salary, employment benefits or other compensation denied or lost to…
Employers Must Promptly Pay Wages to Ex-Employees Minnesota Statutes require that employees be paid promptly upon the termination of their employment. The actual date that payment must be made depends upon whether the employee quit the job or was terminated. If the employee is fired, payment must be made immediately. See Minnesota Statutes section 181.13….
This is an overview of the steps involved in starting an herb business in Minnesota: Form an LLC under the business name you pick (we charge a total of $620 for this) Obtain an EIN number for the LLC: EIN at the IRS Visit the Zoning Department at your city hall to ensure that you…