Entity Conversions: Three Methods to Change the Entity Form of a Business
The form of an entity – corporation, limited liability company (LLC), or other entity type – can impact the development and growth of a business, with its needs evolving through time. Initial considerations that helped shape the entity formation decision at the commencement of a business may give way to other needs, requiring the entity… View Article
Posted on Tuesday, August 1st, 2023
50 State Survey – Occasional Sales and Resale Exemptions to State Sales Tax
The majority of states have implemented a sales tax (or its equivalent) on the sale of goods and services within their state. States have also exempted or provided reduced rates for various sale types and entities operating within the state. The 50 state survey provided in this article seeks to summarize the states that provide… View Article
Posted on Wednesday, July 12th, 2023
50 State Survey – Table Webpage
State Sales Tax Occasional Sale Exemption Resale Exemption Occasional Sale Exemption Certificate or Other Resale Certificate Comments Alabama Yes (Code of Ala. §Title 40 Chapter 23) Yes, except sales of automotive vehicles, motorboats, truck trailers, trailers, semitrailers, travel trailers, and manufactured homes (Ala. Admin. Code r. 810-6-1-.111). Yes, but requires a purchaser to obtain an… View Article
Posted on Wednesday, July 12th, 2023
Shareholders’ Agreements: Basic Considerations for Majority and Minority Shareholders in Closely Held Corporations
A shareholders’ agreement, also called a stockholders’ agreement, can be beneficial to both majority and minority shareholders of a corporation. A shareholders’ agreement is an agreement among the shareholders of a corporation that contains governing provisions related to how a corporation should be operated and managed while also outlining specific shareholder rights and obligations. Although… View Article
Posted on Wednesday, May 31st, 2023
Optimizing Tax Benefits for Buyers and Sellers During the Sale of a Business: F-Reorganization Structures
Different transaction structures provide various tax benefits and pitfalls to buyers and sellers of businesses that may cause conflict among the parties, but a well-planned reorganization prior to a transaction can, in some cases, provide desired tax benefits to both sides of the transaction. Typically, sellers prefer the sale of equity while buyers prefer the… View Article
Posted on Friday, April 14th, 2023
Changing Legal Landscapes for Digital Art
Technologies for digital art are rapidly changing, creating new legal issues. While some of the interest in NFT projects has waned, they haven’t gone away and there are new tools for generating art with AI, such as DALL-E 2, which allow artist or creators to create complete images with only a text prompt. Past technological… View Article
Posted on Sunday, October 2nd, 2022
An Introduction to the Corporate Transparency Act
In an attempt to combat money laundering and other illegal/illicit activities (via shell corporations, limited liability companies and other entities), Congress enacted the Corporate Transparency Act (CTA) as part of the Anti-Money Laundering Act of 2020. The CTA requires domestic and foreign “reporting companies” to report identifying information concerning “beneficial owners,” generally an entity’s major equity… View Article
Posted on Wednesday, September 14th, 2022
Watch Out for Trademark Scams
If you received something in the mail asking you to pay for a trademark or brand related service, stop, and read this before doing anything. If you apply for a trademark with the US Patent and Trademark Office you will need to provide a mailing address. That address is publicly accessible along with addresses for… View Article
Posted on Monday, November 15th, 2021
Frustration of Purpose and Impossibility Defenses Failed in Recent COVID Related Commercial Eviction
A recent case sheds light on a question many have been wondering about related to commercial leases and eviction related to COVID-19. The facts of this case are probably all too familiar recently. A landlord owned a shopping center and leased a space to a fitness center. Once the COVID-19 related governor’s executive orders were… View Article
Posted on Thursday, October 21st, 2021
New Minnesota Tax Laws Allows LLCs To Elect To Deduct At Entity Level
New Minnesota Tax Credit Available for Business Owners As of July 1, 2021, Minnesota owners of a pass-through entity may elect to be taxed at the entity level, which could reduce their federal tax liability. Minnesota limited liability companies (LLCs), partnerships, and S corporations have typically been treated as pass-through entities, so that the individual… View Article
Posted on Thursday, September 16th, 2021