Incorporation and LLC Formation

This post continues in a series of posts I am writing on franchise investing. The series of posts initiated with an article I read outlining what private equity investors like about franchising. Today, I want to touch on the second “ingredient” of the Secret Sauce which is whether the product or service is “on

I recently posted on the Secret Sauce for Franchise Investing. The post features an article outlining what private equity investors like about franchises. Today, I want to touch on the first “ingredient” which is whether the franchise’s product is straight-forward and consistently replicated.

This is much harder than you may think for franchise

For twenty plus years now I have been reviewing franchise opportunities in one form or another. Unlike a lot of franchise lawyers, I represent both sides of the fence. I have helped business people start franchises and I have helped hundreds of franchisees review FDDs before buying franchise opportunities. Many years ago it seemed as

I read an excellent article from the Franchise King, Joel Libava, that he wrote for the SBA website on what it takes to franchise your business. His article highlights various points including:

  • Validating the idea
  • Duplication
  • Creating a system
  • Legalities
  • Marketing and sales

We also had some Twitter discussion regarding the fees and royalties that

There have been a series of changes over the past year in federal regulations that impact your old LLC operating agreement. Since I see on a regular basis operating agreements that do not incorporate the changes in the regulations, I thought I would mention a key change in this post. With the new regulations there is no longer a “tax matters partner” which you will see in most operating agreements. Instead, the LLC (partnership) must designate a Partnership Representative (the “PR”) who does not need to be a partner. The PR is similar to, but is different from, the tax matters partner. Formerly, the LLC/partnership was required to designate a tax matters partner to act as a liaison between the partnership and the IRS. That tax matters partner was required to be a general partner and could be an individual or an entity. The tax matters partner had the authority to bind the partnership, but not to bind other partners in the partnership. Also, a partner that was not the tax matters partner had rights during an examination, including certain notification rights and the right to participate in the proceeding.

Continue Reading Review Your Old LLC Operating Agreement: No More Tax Matters Partner

If you’re not a risk-taker, you should get the hell out of business.

– Ray Kroc

I read the above quote today, and wondered, is this true? Do you really need to be a risk-taker to be in business? And, if you don’t take risks you should actually get the hell out of business. Because as a business lawyer, our whole being is about reducing risks for clients, not advocating for it.


Continue Reading Do You Need to Take Risks to be in Business?

I am excited to announce that I have been a part of a pilot project through the Iowa Secretary of State’s office which now enables our law firm to offer online fast track limited liability company (LLC) and incorporation filing services. Now it is more convenient than ever to get the legal assistance you need in setting up your Iowa business. Not only can you get legal advice you deserve from an Iowa business lawyer when you set up your business but you’ll be able to get that filing completed immediately rather than waiting for days or weeks before your business entity is actually registered.

Continue Reading Iowa LLC and Incorporation Fast Track Filing Services

A year ago I joked that I didn’t know the governor (Branstad at the time) and the legislature could cut another $7.7 million from our judiciary. While my comment was tongue-in-cheek, my worries were not. Our Iowa judiciary is facing challenges like we have never seen before. And it’s showing.  The US Institute for Legal

You want to start a business in Iowa.  Do you really need a lawyer? My answer may surprise you.

Absolutely not!

Every day, many entrepreneurs do exactly that by using online incorporation kits.  There is definitely a segment of the market these incorporation companies serve.

The most obvious motivating factor for setting up a corporation

The #DSMUSA business community had the distinct opportunity to listen to Barbara Corcoran of Shark Tank fame at their Annual Greater Des Moines Partnership Dinner. For me, the talk was extremely insightful and also confirmed many of the lessons I have tried to teach on this blog and to clients over the years. I have