Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 1
PROPRIETORSHIPS
Section
§ 1.01 Background
§ 1.02 Proprietorships
§ 1.03 General Description of Proprietorships
§ 1.04 Minnesota Law Regarding Proprietorships—Nontax Considerations
§ 1.05 Proprietorship Tax Considerations
§ 1.06 Advantages and Disadvantages of the Proprietorship Form of
Business Organization
§ 1.01 Background
This Part addresses aspects of formation of the business organization.
Beginning with a discussion of the various ways the enterprise may be
organized to do business, the Chapters examine general tax and nontax
considerations in the selection of the proprietorship,1 general or limited
partnership,2 joint venture,3 corporation,4 limited liability companies and
partnerships, trade association,5 franchise,6 and other forms7 of business
organization. The sections on corporations include information on C and
S corporations as well as professional and nonprofit corporations.
Pre-incorporation activities,8 including promoter agreements and
liability issues, are discussed next followed by sections on stock
subscriptions9 and pre-incorporation agreements.10 Additional factors to
be considered at the formation stage include intellectual property
rights,11 capitalization,12 transactions out of state13 and in foreign
countries,14 affiliated organizations15 and the use of service companies.16
An overview of securities law17 relevant at the formation and
capitalization stages of incorporation, as well as a section discussing the
tax aspects18 of corporate formation, follow. Successor liability19 and
indebtedness guaranties20 are discussed. This Part concludes with a
general examination of additional issues21 to be considered at the
formation stage, including estate planning, environmental laws, insurance,
indemnification, fringe benefits, licenses and permits, antitrust,22 and
other legal issues. Readers should note that additional international law
matters may also be relevant at the formation stage but are covered
primarily in Chapter 71.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis
