In an effort to streamline the process for setting up Iowa corporations and limited liability companies, I now have a form you can find by clicking the red button on the right hand side of the blog. The button will direct you to the form to fill out so you can provide me the information necessary to get your corporation or LLC started. I’ll receive an email from you and then contact you to verify the information.  If you have any questions about the process, be sure to email me at rush.nigut@brickgentrylaw.com or give me a call at 515-274-1450.

The blogging has been quiet lately due to my schedule but more regular blogging will return in mid-August.  I’ve been blogging since March 2006 and this is the first time I’ve really taken an extended period off. So after a recharge of my batteries, I look forward to providing you timely posts on corporate, employment and franchise issues. 

 

I am looking forward to speaking on June 9th at the PorticoHR Social Media & Human Resources Seminar. Should be a fun panel with pulic relations and social media strategist Claire Celsi and Sam Mandolfo of LinkedIn also speaking.

PorticoHR is a provider of temporary and direct-hire staffing in Central Iowa. It is owned by Katie Roth who has over 25 years in the industry. She is quite an entreprenuer in her own right, having been selected as a finalist for the Ernst & Young Entrepreneur of the Year in 2001.

 

Brick Gentry, P.C. is excited to announce that intellectual property attorney, Brian Laurenzo, has joined the firm as a shareholder effective June 1, 2010. Brian was most recently the head of the intellectual property practice group for the Des Moines office of Dorsey & Whitney.

Brian brings a tremendous amount of experience in patent, trademark and copyright law. He has a broad transactional and litigation practice. He is the former mayor of Johnston, Iowa and was the Business Record’s inaugural "Forty under 40" Alumnus of the Year.

We are very excited to have Brian join the firm. His intellectual property practice expands the scope of Brick Gentry’s ability to serve clients in several areas including, but not limited to, patents, trademarks,copyrights, licensing, trade secrets, transactional due diligence and intellectual property litigation. Brian will also be able to assist in areas such as Internet law and electronic commerce.

 

 

The Business Record has an article on a couple of Iowa fitness franchises that are apparently growing at an impressive clip. In the past I wrote a post questioning whether fitness franchises are a solid investment. Based upon my experience in representing a number of franchisees in the fitness industry, I would say the competition is fierce and a prospective franchisee needs to carefully consider whether their franchise location can be profitable. 

Specifically, you should look very carefully at the trends of the franchise concerning the number of outlets.  Carefully study the number of transfers and not just the number of closures.  A high number of transfers may be an indication that franchisees in the system are struggling, but unprofitable franchises have not been shut down.  Of course if there is a significant number of closures in the system that is definitely a bad sign. The reality is that profitability in any market with a fitness franchise gym is often a tough task to achieve.

The franchises mentioned in the article are different than traditional gyms and are relatively new to franchising.  In these concepts you are really purchasing a program rather than a gym.  In evaluating these fitness franchises, or ones similar to them, it would be important to determine whether the exercise program offered is unique and whether the franchisor’s intellectual property is protected. After all, the exercise program is the critical part of the system – not the gym itself.  

As always in evaluating franchises, do your homework. It is important to have in-depth discussions with management to get a feel of their experience in franchising (not just running a single gym or exercise program) and talk with as many franchisees as possible to learn about their experience with the franchisor.

In the case of new franchises people are often attracted by the prospect of getting in on the ground floor of an opportunity but not everyone thinks it’s a great idea to buy a new franchise. Also, there are common mistakes to avoid when selecting a franchise. Before you invest your savings commit to doing the best due diligence you possibly can.

 

 

  

The Iowa Supreme Court handed down an important ruling yesterday in which the spouses of two Des Moines area real estate developers used the Equal Credit Opportunity Act (ECOA) to defeat a bank attempting to hold them responsible for personal guarantees on several million in loans. The Court found a violation of the act because there was no finding the developers were not creditworthy and therefore the bank discriminated against the spouses because maritial status was the sole reason they were forced to sign the guaranties.

The ECOA makes it unlawful for any creditor to discriminate against any applicant, with respect to any aspect of a credit transaction . . . on the basis of race, color, religion, national origin, sex, marital status, or age (provided the applicant has the capacity to contract).

As a part of its ruling the Court determined that the spouses could use the ECOA violation as an affirmative defense even though the statute of limitations for their counterclaims had run. In doing so, the Court said,

"Allowing [the spouses] to assert violations of the ECOA as affirmative defenses is not only consistent with our law dealing with illegal contracts, but is also consistent with the public policy behind the enactment of the ECOA. If we do not allow this remedy after the expiration of the two-year statute of limitations, lenders would be free to violate the law if they waited two years before trying to enforce a credit agreement. Congress did not intend for lenders to avoid the consequences of the ECOA by the mere passage of time.  Accordingly, we agree with the jurisdictions that all a creditor to use a violation of the ECOA as an affirmative defense after the two-year statute of limitations has run."

You can read the entire ruling here. 

 

 

Recently a prospective franchisee asked me to review an agreement from a franchisor. When I asked about the franchise disclosure document, I was told the franchisor did not have one. This is not the first time this has happened.

No matter how great the product or service may be, if the franchisor has not taken the first steps towards a complete franchise offering, you need to wait before going forward. A franchise disclosure document is a bare minimum.

I cannot tell you the number of franchisees I have seen recently who are disappointed in the franchise system they have selected. Often people are investing their life savings into the franchise business. Consequently, it’s critical to take your time and consider whether the franchisor has a system in place that will allow you to be successful. If not, you’re just wasting your money, and as my favorite accountant says, you’ll turn $100 into $10.

Last week I attended an online monthly Webinar given by entrepreneurs Doug Mitchell (www.createwowmedia.com) and Andy Brudtkuhl (www.48webconsulting.com) called Lunchtime Mastermind. I have known and worked with both these guys for several years now so I thought I would check out their latest venture. I came away very impressed.

SEO for small business was the topic for the first Webinar and future sessions are designed to include actionable information to make your business more findable online and position you to convert prospects. The online forum allows you not only to engage the speakers but also allows you to interact with other attendees online. It is a great feature that I enjoyed considerably during the first session. A number of attendees had pertinent information to add, and sort of like attending a great CLE program, the input of the audience made the hour even more worthwhile.

I really encourage you to try out the Lunchtime Mastermind if you have an interest in expanding your business online. Be sure to contact Doug or Andy if you have more questions.  They will take the time to answer those questions. Like you, these guys are in the trenches running their own businesses and their practical approach is a breath of fresh air in a world of get-rich-quick online marketing programs. 

Just a reminder that the deadline for filing Iowa Secretary of State biennial reports for Iowa corporations and LLCs is April 1, 2010. The deadline for filing agricultural reports for companies owning an interest in Iowa agricultural land is March 31, 2010.

Did you know? There are over 188,000 active businesses in the Iowa Secretary of State database. Source: Iowa Secretary of State Annual Report, Issued January 2010.