Archive for 'Business Formation'

Michigan Law Now Allows Easier Conversion of Corporations Into Limited Liability Companies, and Vice Versa

The Michigan Limited Liability Company Act has recently been amended (Public Act 290 of 2010). The changes will be discussed in a series of articles on our firm blog. One of the most important changes to the Act is to allow a corporation to be converted into a limited liability company, or the conversion of [...]

Capitalizing Your New Business

Years ago I taught two programs for Wayne State University entitled Starting a Profitable Small Business and Running a Profitable Small Business. Inevitably one of the most pressing issues for those starting a business had to do with finding the money they needed to kick things off while for those already in business the issue [...]

De Facto Corporation Doctrine Also Applies to an LLC

One of the main reasons to establish a corporation is to avoid personal liability for the corporation’s debts.  However, the protection may not be available if there was some defect in the way the corporation was formed, or the corporation had not yet been formed when a contract is signed. In Duray Development, LLC v [...]

Overview of the Professional Entity

In Michigan, persons in a learned profession requiring a license or other legal authorization to practice, including but not limited to, physicians, dentists, attorneys, and certified public accountants, must incorporate as a professional entity rather than a general business entity.  The choice of professional entity will depend on a variety of factors, including tax considerations.  [...]

Business Purchasers: Beware of Seller’s Michigan Unemployment Tax Experience Account

If you are purchasing a Michigan business, then you need to be aware of Section 22 of the Michigan Employment Securing Act.  If you are not aware of how Section 22 can affect you transaction, please read the article “SUCCESSION TO MICHIGAN UNEMPLOYMENT TAX EXPERIENCE ACCOUNT OF PURCHASED MICHIGAN BUSINESS” by Steve Dunn. Click here [...]

So You Want to Buy a Bar…

If you’re looking to buy a business, there is a lot to know before you actually make an offer.  This is especially true if you’re looking to buy a business that owns a liquor license, such as a bar or restaurant. Once you’ve found the bar that you want to buy, the first step is [...]

What is a Franchise?

The sales and operation of franchises are heavily regulated under both federal and state law, but do you know what makes the business relationship between two companies a franchise? There are three criteria that establish whether a contract is a franchise agreement.  All three criteria must be present for there to be a franchise relationship: [...]

Michigan Leads the Way With a New Corporate Form – The L3C

As of January 2009, Michigan is one of the few states to offer a new form of business entity.  If your business is for profit, but its primary focus is to accomplish socially beneficial acts, you may want to organize as a low profit limited liability, or an L3C. The L3C is structured like any [...]

Leaders tout Entrepreneurship | Detroit Free Press

The Detroit Free Press (Freep.com) has been following all of the developments at the National Summit this week in Detroit and posting the latest to their blog (See excerpt below).  This morning the hot topic was the recent rise in entrepreneurship. It is essential that new businesses have all of their ducks in a row [...]