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A shareholder agreement is a legal contract between the shareholders of a corporation. It defines the rights and responsibilities of each shareholder, as well as their obligations to one another and the corporation itself. While shareholder agreements, also known as stockholder agreements, are optional, they are frequently used by closely held corporations. These companies typically…
Going into business for yourself or with others can be risky. From investing in goods and services and hiring employees to simply carrying out the daily tasks related to your business, each step comes with its own challenges. This is especially true given the litigious (“sue-happy”) nature of our society. As a result, many entrepreneurs…
Over time, your business can undergo significant changes. What may have started as a humble, one-person operation in your garage can grow into a more complex company, with multiple owners, employees, an evolving mission statement, and increasing risks. As the scope and goals of your business shift, an accompanying change in business structure might be…
It’s interesting to note that the concept of success is inherently part of business succession, yet a significant number of American businesses lack a formal succession plan. So, what exactly is business succession planning, and how does it contribute to both your personal success and the prosperity of your business? Key Considerations in Business Succession…
Over 15 years ago, after gaining nine years of experience at various law firms, attorney Christopher T. L. Brown decided to establish NorthStar Law Group, P.S. His vision was to support the business community and families, helping them navigate the complexities of life. Understanding the challenges of starting and growing a business while raising a…
The existing federal estate and gift tax exemption stands at an impressive $13.61 million per individual ($27.22 million for couples), but this is set to decrease significantly on January 1, 2026. The exemption will automatically revert to $5 million, adjusted for inflation (estimated at $7 million), if there are no legislative changes. This cap includes…
People often seek methods to pass on their assets upon death without the need for probate proceedings, and they prefer doing so without consulting a lawyer or creating a Will or Trust. Consequently, many decide to add their children as joint owners on their assets. However, this approach may not be the wisest choice, and…
If small business owners already didn’t have enough paperwork to deal with, they will have one more item on their compliance to-do list when the Corporate Transparency Act (CTA) takes effect next year. The CTA,[1] enacted as part of the Anti-Money Laundering Act of 2020 (AMLA), imposes new reporting requirements on many business entities in…
Starting a corporation or limited liability company (LLC) takes a lot of work. Before you serve your first customer or fulfill your first order, it is important to complete the initial business formation process. Although starting a business is a significant achievement, small business owners cannot coast on past accomplishments. You must look to the…
In a public corporation, shareholders can sell company stock at the current market price at any time. However, selling shares in a privately-held corporation is more complicated because the shares cannot be sold to the general public. Typically, shareholder agreements of a privately held business allow its shares to be sold only in certain situations.…
Product Liability, What is it? Product liability in the United States has a broad reach. It’s an area of the law designed to hold those that make, sell, or distribute products responsible for the safety of their product. If someone gets injured due to a company’s negligence, that person has legal rights. Mainly developed by…
Benjamin Franklin famously quipped, “If you fail to plan, you are planning to fail.” From the very beginning, you had a plan for your business to succeed. You set goals and developed methods to achieve those goals. Your business has stood the test of time because you anticipated problems and solved them. But if your…
This article is a guest post from our colleague J.D. Houvener, Founder, Patent Attorney at Bold Patents Law Firm Starting a new blockchain business? Or, does your industry/product/service rely on blockchain? Could it? Ok, hopefully you are nodding your head. If you’re not, you should be! 🙂 Blockchain technology is here to stay and it…
Small business owners need to be familiar with risk management. Owning and operating a small business involves a certain level of unpredictability. In spite of your best efforts to stay on top of supply chains, marketing, sales, competitors, employees, and cash flow, unforeseen issues can throw you off your game. You have survived plenty of…
A lot of our clients come to us for advice as to which entity to choose when starting or expanding their business, whether it be a limited liability company or corporation. While we prefer corporations for greater liability protection, for those that are just starting out, a limited liability company (LLC) may be the way…
Membership in a limited liability company (LLC) may come with voting rights. Member voting rights are addressed in the LLC operating agreement, which typically provides that LLC members must vote on several issues that are material to the continuance of the business. A unanimous or majority vote may be required depending upon the nature of…
Getting into business with another person is like getting married. They start their businesses with their best friends or family member with the idea of “hitting it big”. They decide that because they trust each other, they’ll be 50/50 partners in everything. They set up a limited liability company or corporation and begin doing business.…
With the country emerging from pandemic lockdowns and economic activity beginning to expand, small business owners are optimistic about the future. Supporting local businesses can help them grow and thrive in a post-pandemic economy. But what if you could help a business while also helping yourself? Investing in a small business can be a great…
There are many misconceptions and assumptions regarding the use and effectiveness of noncompete agreements. This is not too surprising considering that judicial enforcement of these agreements is very fact-intensive and situation-specific. There are no bright-line rules to help business owners determine whether a noncompete agreement will be enforceable, so it can be challenging to craft…
As you may know, one of the large areas of practice at NorthStar Law Group, P.S. is estate planning. Depending on the client, we may recommend either a Last Will and Testament or a Revocable Living Trust to held administer a client’s estate on death. Even within a Will, we sometimes advise our clients to…
Today, April 1st, 2021 marks the two year anniversary of NorthStar Law Group, P.S. and we could not have gotten here without each and every one of our clients. Today is just as much for all of you as it is for us. It’s been a wild ride, especially with COVID 19 hitting right around…
What is a Probate? A probate is the process of proving a Last Will and Testament (a “Will”) in a court of law and making sure it is a publicly accepted document. Probate also covers the administering or resolving of the deceased property and/or debts. i.e. settling debts, selling property, and distributing the remaining assets…
It’s the time for new beginnings and year end reflections. There are so many activities and personal business going on during this holiday season, sometimes it’s hard to take a minute and relax. In so, we at NorthStar Law Group want to thank our valued clients, like you, for a great and rewarding year. We…
On April 1, 2019, Christopher T. L. Brown and Yuan “Ruth” Qi formed NorthStar Law Group, P.S., bringing nearly thirty years of experience to the Pacific Northwest and the Asia-Pacific region. With offices in Olympia, Tacoma, Seattle, and Shanghai, China, NorthStar Law Group, P.S. provides high quality and personalized service in the areas of business…
BIG NEWS!! I will be going to Shanghai, China in November to represent several of my clients along with my own law practice at the China International Import Expo! I’ll be going with the Thurston County Economic Development Council who in turn is going with the Washington (State) Department of Commerce and 20+ other business-related entities under the “Choose Washington…
As you may know, the General Data Protection Regulation (“GDPR”) enacted by European Union went into effect on May 25, 2018. It basically says that a person’s data is their own and that people can opt out of having their information used or shared by companies for marketing or other purposes – the “right to…
Last week, the Supreme Court of the United States (“SCOTUS”) handed down its much-anticipated decision regarding a state’s ability to collect sales tax from out-of-state merchants on transactions with in-state residents. In South Dakota v. Wayfair, SCOTUS overturned its previous decision in Quill v. North Dakota, and held that states can require vendors to collect sales…
There are many aspects you as a business owner need to consider, plan, and prepare for. The number of these aspects increases when thinking about what you want the business to be in the future. Do you want to keep your business in your family? Are you sure the steps you’re taking now will allow…
At the start of 2016, laws for Washington limited liability companies (“LLC”s) went through some major changes. While there were numerous revisions to the law that we enacted, these are the top three changes to the default rules I want you to be aware of if you are currently a member / owner of an…
For those that engage any financial transactions online or use social media, there are new laws going into effect you’ll want to know about, known as “Digital Assets” legislation. These laws allow executors of estates and other agents access to a deceased person’s online records. Digital asset laws are needed to identify the accounts the…
When one of our loved ones passes, we feel many emotions. Grief, pain, sadness, and heartache to name a few. Another common emotion is tension. It can be felt in many situations and interactions with those closest to us. Here are four subjects involving family and close friends that can potentially sink an otherwise…
While setting up a partnership or multi-member LLC, each partner or member having equal ownership in the entity makes a lot of sense. Even though the partners may be doing different work in different capacities (i.e., one person creates the product, one person does the marketing, one person provides the capital, etc.), it’s still understood…
Just Who is the Beneficiary? Determining the beneficiary of a retirement account or life insurance policy of a deceased person can be challenging, but it’s easier than you think. To prevent any confusion, it’s crucial you know about what benefits get passed on and to whom. There continues to be perplexity about these matters for…
I have a client that wants to grant stock to his employees in order to “incentivize” them to work harder for the company. However, there are particular tax issues that not only the employer but the employee need to be aware of when they receive their stock grant. The following article addresses those concerns. Contractors,…
I’m pretty sure everyone has ideas – What should I do today? What’s for dinner tonight? What’s the best way to get to work this morning? For everyone, there’s a “laundry list” of ideas every day. But are those ideas “assets”? Thomas Edison invented the lightbulb. Alexander Graham Bell invented the telephone Henry Ford invented…
Estate plans prepared for married couples will vary in complexity and detail but generally follow the same theme: The revocable trust or will typically provides that upon the death of the first spouse, the surviving spouse will not only serve as trustee and executor, but will also receive most if not all of the deceased…
Yes, “Bitcoin” is booming, but most people don’t understand what it really is. Basically, Bitcoin is a type of “virtual currency” and is one of the most popular of its kind. While it is still gaining acceptance among the general population, virtual currency like bitcoin can be used to buy goods from many different vendors,…
Many people sign a will and assume they never need to look at it again. As lawyers, we prepare wills that are flexible and deal with multiple possible (even if unlikely) scenarios, but sometimes an unanticipated change and an outdated will conspire to cause great difficulties for surviving family members. What follows is a perfect example…
When I was practicing in Oregon way back when – it seems like a lifetime ago – I worked with a successful farming operation that started in the 1950’s. When I first got involved, the founder (we’ll call him “Dad”) was pushing 80, and he was divesting himself of his interests in the farms to…
In 2015, Congress in its infinite wisdom changed the rules on how audits of partnerships (and multi-member LLCs) were to be conducted beginning on January 1, 2018. Before the change, a tax matters partner (or member) handled an audit of partnership tax returns, but the tax matters partner couldn’t do a whole lot except for…
One of the pillars of President Trump’s presidential campaign was the repeal of the federal estate tax. The estate tax is viewed by some as penalizing the wealthy for being successful by subjecting their assets to double-taxation; most likely their wealth was subject to ordinary or capital gain tax during life and now it is…
When people first open their own business, they envision that it will be successful and meet the needs of their customers, clients, themselves and their families. If the company truly thrives, the founder(s) may want to expand ownership in their business to people that they trust or maybe even family members. If so, the owners…
As I mentioned in an earlier post, I spoke last month on the Federal taxation of Bitcoin and other crypto-currencies. One of the unknowns at that point was whether the IRS would allow or respect Bitcoin investments in IRAs – that question wasn’t answered in IRS Notice 2014-21 (the Service’s initial attempt to explain virtual…
In my estate planning practice, in certain circumstances, I utilize limited liability companies as a means of transferring investment assets, including real estate, to the beneficiaries under the client’s Last Will and Testament or Revocable Living Trust. Aside from asset protection (protection from creditors and other third party claims), I recommend LLCs to avoid probate…
In business, most everyone has heard of a “limited liability company” or a corporation, which is a “limited liability entity” under State law. But, what does the term “limited liability” actually mean? “Limited liability” does NOT mean NO liability. But most people assume that when they file their entity application with the Secretary of State…
Michael Lynch v. Pacific Foods of Oregon, Inc., et. al. involves the issue of valuing a closely-held family business and its ownership interests in the event of death or other trigger event (disability, divorce, etc.). I’m sure most everyone in the Northwest knows of Pacific Foods, the organic food processing company. In this case, one of…
In my many years of practice, I’ve always advised current and potential clients that Durable Powers of Attorney are very powerful and potentially very dangerous documents. Durable Powers of Attorney allow a person to designate and authorize someone else to act on their behalf in managing their financial affairs (such as investment accounts) and making…
Running a family business is not like running a business where everyone (owners, employees, vendors, etc.) are almost always unrelated. In a family business, you are not only dealing with more emotion than a typical business, you are also bringing in past history and the burden of the sense of obligation. Don’t let the fact…
I’m sure you’ve heard that buying stuff on the internet is becoming more and more common; in fact, internet sales accounted for almost 12{cac35268b59b7e75be776053d4742f8c077751d3c6f5d87e36f9e66cb6a20ae6} of all retail sales in the United States in 2016 (https://tinyurl.com/y9rexb2g). For better or for worse, people are starting to prefer shopping in their pajamas over visiting local businesses (editor’s note:…
In my previous post, I discussed the issue of sales tax collection by individual states on internet purchases from out-of-state companies. The Supreme Court of the State of South Dakota overturned a state law requiring internet retailers to remit sales tax on sales to South Dakota residents, relying on the U.S. Supreme Court holding in Quill…
I have multiple clients where they formed separate entities for different aspects of their business(es). While the business enterprise may have a common goal, I try to ensure that each entity has and maintains it’s own identity. Otherwise, the “walls” or “separateness” between the entities can be disregarded and the liabilities of one entity can…
