Incorporation and LLC Formation

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I was researching some issues for an LLC operating agreement and ran across an excellent post from the Wisconsin Business Law Blog on the fact that capital calls are often overlooked by LLC investors. Attorney Todd Goodwin provided the following example,

[i]f a "capital call" provision exists and is exercised by the majority members or

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Over the last 5 years that I have been writing this blog, there haven’t been many Iowa business lawyers who write a blog on a regular basis. But when I was looking at Mike Colwell’s Startup Models site, I noticed a new blog from business lawyer Chris Sackett of Brown Winick called BizB4Law.

Chris wrote…

Over the last several years, the limited liability company (LLC) has become the entity of choice for the majority of new business owners. In Iowa, there are approximately twice as many filings for the LLC each year than there are for corporations. People tend to like the flexibility afforded by the LLC. With an LLC, you receive the limited liability protection…

Many advertisements from document filing companies on the Internet tout the benefits of forming a corporation.  The first benefit typically mentioned is that a corporation provides"limited liability" or "asset protection".  Many of these companies would have you believe that if you form your own company for $99.00 you can magically protect your assets from…

One of the things I love the most is providing proactive educational workshops to companies and other organizations.  Due to the ever-growing interest in the topic, I am pleased to announce that I am now offering a new legal training workshop for businesses, large and small, regarding social media. A custom workshop will be designed for your business to cover the following topics:

  • Overview of Social Media,

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I advise business owners to seek the advice of an accountant when they are forming a corporation – particuarly if they have multiple businesses. A recent post from accountant Joe Kristan on IowaBiz shows why as a Michigan couple ended up with a $16 million problem in Tax Court.

As the saying goes, "An ounce…

With emerging companies I am often asked about equity and stock options for employees. That process is often complicated and costly. Usually the reason I hear favoring the equity / options approach is that employers want their employees to "feel like they are a part of something." An admirable goal ineed but are equity /options necessary to…

Our new startup company, Notifyworks, Inc. has officially launched its Web site today. You can check it out at www.notifyworks.com. The site also contains a blog which will cover client relations and legal technology issues.

Notifyworks is a software system that allow you to set up proactive notifications to clients that are timed to automatically…

This blog post from the Minnesota Business and Real Estate Blog discussing the Fallacy that LLCs require less paperwork is spot on.

Many people come to my office wanting to set up an LLC because it is easier to "manage" than a corporation. But even with an LLC, it is important to follow corporate formalities…