limited liability company | Blue Maven Law

by: Brian RogersJune 20, 2017March 17, 2018 Business Entities

Limited liability companies come in two flavors. What’s the difference between them? It’s who is authorized to make the company’s decisions. In member-managed companies the members have this authority; in manager-managed companies the managers have it. It’s important to know which type of LLC your company is so that important decisions will be authorized by the correct people and that contracts will be signed by the people who actually have authority.

This distinction is so important that it’s one of the few pieces of information that are required to be included in every LLC’s articles of organization. But it’s often overlooked — or misunderstood — by business owners.

by: Brian RogersJune 6, 2017March 11, 2018 Business Entities

What you name your company is an important decision, and it can have consequences far into the future. I have discussions with entrepreneurs all the time about how trademark law affects their companies’ names. In this post I’ve collected some of the information entrepreneurs need to consider when they are deciding on what to name their companies.

Legal Names

When you organize your LLC or incorporate, you file articles of organization or incorporation with the secretary of state under a particular name. This name appears on the face of the certificate of organization or incorporation, and it’s your company’s legal name.

In each state only one company can have a particular legal name. So if a company of that name (or one very similar) already exists in the state of your choice, you can’t organize under that name. But that doesn’t mean that you can’t operate your business under that name. That’s where fictitious names come in.
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by: Brian RogersApril 30, 2014March 11, 2018 Business Entities

Everyone knows that business owners should form a limited liability company or a corporation. But just having a company isn’t enough to protect you from your business’s liabilities.

You’re responsible for your own actions when you harm someone else, even when you’re working for your corporation or LLC. So if you harm someone, they can sue you as an individual and go after your personal assets. Your business might still be liable under a concept known as vicarious liability, but you’ll be liable, also.

Summary of SBA 7(a) Loan Rules

SBA loans can be a great way to finance a small business acquisition. Like most government programs, SBA loan programs have plenty of rules. In this post, I summarize the highlights of the rules for

Certificate of Tax Clearance vs. Certificate of No Tax Due

In Tax Clearance Basics I discuss the importance of obtaining a tax clearance certificate when buying a business. I also provide instructions on how to obtain such a certificate in Missouri. In short,

Stock Basics

Business owners and potential purchasers of businesses tend to have a number of questions about corporate stock and how it works. This post is a basic 101 tutorial, which answers some common questions