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


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


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


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


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


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


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


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


Foreign Investment. What Is It and What Rules Apply? – Due Diligence for Sellers In M&A Transactions

Since 2020, more stringent rules have been in effect relating to transactions involving foreign nationals, which may need to be reported to the Committee on Foreign Investment in the United States (“CFIUS”) in M&A transactions.[i] These new rules cover a much wider range of transactions, which may not initially seem like foreign investment. CFIUS has… View Article


Trademarks For Software And Digital Products

The traditional idea of a trademark is a name or design appearing on a label, stuck to a physical product. Think, a red can with the word “Coke” or a blue oval with the word Ford. The customer can see the trademark and the product all at once and make a mental connection. But software,… View Article