July 21st, 2015
On August 1, 2015, Chapter 322C of the Minnesota Statutes, known as the Minnesota Revised Uniform Limited Liability Company Act (the “Revised Act”), will take effect. Under the Revised Act, the structure and governance of LLCs will be a matter of contract between the members (similar to the structure and governance of partnerships) as opposed to the current, and widely criticized, corporate model of structure and governance. All LLCs formed on or after August 1, 2015, will be governed by the Revised Act from the inception of the LLC, all LLCs formed prior to August 1, 2015, can elect to be governed by the Revised Act after August 1, 2015, and any remaining LLCs will automatically become subject to the Revised Act on January 1, 2018.
The Revised Act will bring many changes to the way LLCs are formed and governed. Below is a summary of the highlights.
The Revised Act will require some form of an operating agreement, which will govern the relationship between the members and the management of the LLC. The operating agreement can be written, oral, or implied, although it is highly recommended that members reduce their agreements to writing. A carefully drafted operating agreement will be a necessity for members.
Under the Revised Act, an LLC’s default structure is member management; however, an LLC can be board-managed or manager-managed if so specified by the operating agreement. Absent modification by the operating agreement, each member of the LLC will have equal rights in the management of the LLC and share in profits/losses. The Revised Act permits an LLC’s operating agreement to restrict or eliminate some of the fiduciary duties imposed on members, managers, and governors by law. However, under the Revised Act, members cannot eliminate the contractual duty of good faith and fair dealing and members (and governors and managers, if any) will be bound by the “business judgment rule.”
Piercing the Corporate Veil
The Revised Act relaxes the formalities an LLC is required to observe with respect to an LLC’s internal affairs. Nonetheless, the Revised Act specifically directs that, except for failure to observe formalities related to an LLC’s internal affairs, case law governing piercing the corporate veil of a corporation also applies to limited liability companies.” Thus, piercing the corporate veil is still a possibility under the Revised Act.
For more information on the Revised Act and how it may affect your existing LLC or an LLC you anticipate organizing, please contact Mark Utz, Chris Wendland, or Jennifer Brennan at our office.
January 7th, 2015
Cartways are all about access to property, an issue of regular concern for property owners. Although other means of acquiring access are used with more frequency and, thus, are more commonly known, cartways today provide an alternative option for access acquisition. General information concerning cartways is provided in the attached materials.
December 21st, 2014
Frequent inquiries that I receive are from property owners who have become residential landlords due to market forces rather than intentional planning. While waiting for the market to recover to facilitate a sale at a desired or, at least, palatable price, many residential property owners turn to renting their property in the interim. In some cases, an owner bought and moved into a new home before selling the former home. In other cases, two individuals both own homes and move in together, leaving an extra property to be occupied. These owners find themselves to be accidental landlords and can face a host of issues that are ripe grounds for liability. Some of the areas for attention for accidental landlords are addressed in the attached materials.
November 19th, 2014
Chris Wendland will Present at the Rochester Public Library’s “Wit, Wisdom & Wine” Fundraising Event
On January 17, 2015, Chris Wendland, who sits on the Board of the Rochester Public Library Foundation, and Julie Nagorski will provide an entertaining and interactive presentation entitled “I’ll take ‘Weird Laws’ for $400, Alex” at the annual Wit, Wisdom & Wine fundraising event sponsored by the Rochester Public Library Foundation. The presentation by Chris and Julie will draw on unusual, outdated, or downright weird laws and ordinances that presently exist or formerly existed in various cities throughout the State of Minnesota and beyond. Proceeds are used to support the mission and vision of the Rochester Public Library Foundation. For more information, or to register to attend this fun event, please see http://www.rochesterpubliclibrary.org/supporting/foundation/WitWine.html.
November 18th, 2014
Wendland Utz employees and their family members and friends participated in the Salvation Army Rock the Red Kettle event on Saturday, November 8, 2014. The Firm appreciates the opportunity to assist the Salvation Army in its important efforts. The Firm, with only nine employees, helped foster and kindle the spirit of giving, bringing 23 volunteers to staff the effort throughout the day. If you are interested in giving to the Salvation Army online, please see http://www.onlineredkettle.org/RochesterSAStaff.