JO Knows Buy-Sell Agreements

These contracts are between the co-owners of a business and govern what they can, can’t, and must do with their ownership rights. For a corporation, these are separate documents, also often called shareholder or stock-restriction agreements. For LLCs, the terms are included in operating agreements.

A common condition prohibits a sale or gift to someone else, even a spouse, without the co-owners’ consent. Or at least without first giving them the option to buy it at some pre-arranged price or formula.

Other issues to be considered and addressed include:
– The procedure to raise more money from the owners
– How cash flow and profits are distributed
– What happens when an owner becomes disabled or dies
– How ownership is valued and the payment terms in case of a buy-out
– The role of life insurance
– Whether additional owners maybe admitted, and if so, how
– The need for non-compete agreements.

Before you come see us about drafting a buy-sell, give these points some thought. Or just call if you have a question about them.

Employers: Something You Should Know

Employers, if you have a provision for paid benefits under the Family Medical Leave Act for 2018 and 2019, you should know there is new employer tax credit made available under tax-reform legislation passed in December 2017. To determine if your business qualifies for the new tax credit please go to https://www.irs.gov/newsroom/new-credit-benefits-employers-who-provide-paid-family-and-medical-leave to read this IRS tax tip.

Meet Our JO Team

Jacqueline Sells Homann was the first woman elected partner in Jones Obenchain’s 110+ year history. Jackie considers it her greatest privilege to provide business counseling and legal-issues management so her clients may resolve their problems as promptly as possible. Assessing risks, putting together a plan, and helping clients navigate their course is what Jackie does best. Visit http://jonesobenchain.com/team-member/jacqueline-sells-homann/ to learn more about Jackie and the ways she can counsel you and your business.

 

JO In Action: Amanda Zaluckyj

Earlier this month, Jones Obenchain’s  Amanda Zaluckyj gave the keynote address at the Michigan Farm Bureau District 9 Agricultural Summit. The event took place at Crystal Mountain resort in Thompsonville, Michigan. It was the county annual meeting for Benzie-Mainstee, Missauka, Northwest, and Wexford counties.

As part of her keynote address, she shared with those in attendance her background in agriculture and why she decided to start writing her blog, The Farmer’s Daughter USA. Amanda shared some red flags that indicate to her the importance of connecting with consumers. She explained how ag-vocating makes a difference and how everyone can put a face to modern agriculture.

Amanda also expressed how impressed she’s been with Michigan Farm Bureau’s commitment to agriculture-friendly public policy.  She also commented that “The organization does a wonderful job of building relationships with elected officials, fostering leadership in members, and sharing agriculture with community children.”

Amanda was grateful to District 9 for having her and allowing her to share her story. She had a lot of fun and enjoyed meeting so many people who are passionate about agriculture!

JO In Action – Food Bank Volunteer Day

On Friday, September 21, Jones Obenchain attorneys and staff volunteered at the Food Bank of Northern Indiana. Ten volunteers assisted in the food pantry, packing Food 4 Kids Bags and sorting food. JO scheduled this work day at the Food Bank of Northern Indiana during the month of September to coincide with their month-long food drive that will also benefit the food bank. These efforts are a part of the global community-service initiative in which JO is involved through its affiliation with Primerus.

Celebrate National Teach Ag Day!

Jones Obenchain, LLP celebrates National Teach Ag Day! Today marks the eighth annual celebration, an initiative of the National Council for Agricultural Education. The campaign is designed to encourage others to teach school-based agriculture and recognize the important role that agriculture plays in our schools and communities. Across the nation, there are over 12,000 agricultural teachers that mentor, motivate, and make a difference in the lives of students each day.

Agriculture is undeniably important to Indiana. The state has over 58,000 farms with an economic impact of $11.2 billion per year! The production of corn and soybeans helps Indiana rank in the top-five states for crop production. But Indiana agriculture ranks among the top states for production of other important commodities, too. These include swine, poultry, cantaloupe, tomatoes, and watermelon. The state even has 40 farms growing 1.5 million pounds of fish a year!

Now that you’ve learned a little more about Indiana agriculture, you can share this information to participate in National Teach Ag Day! To learn more about the holiday visit the National Teach Ag Day website. To learn more about agriculture in Indiana, visit the Indiana State Department of Agriculture.

What you should know about federal bank account requirements on “new accounts” for legal entities

Forming a new business can be an exciting, yet all-consuming, endeavor. Once the paperwork is filed and a legal entity is formed, most new companies will want to start their operations as soon as possible. That likely includes opening up one or more accounts with a financial institution, such as a bank.

But legal entities may be formed to conduct and disguise criminal activity. The illicit uses range from terrorist financing and tax evasion to money laundering and corruption. In an effort to prevent illegal practices, federal regulations require banks to collect an increasing amount of information. And the information is usually collected when a new legal entity tries to open its first bank account.

So what information—and from whom—is required to open a new bank account for your entity?

Beneficial owners of a new entity are required to provide their name, address, birthdate, and social security number (or passport number in the case of foreign persons). Some financial institutions may also require a copy of a driver’s license or some other identifying document.

Beneficial owners are defined as follows: i) each individual who owns 25 percent or more of the equity interest of the legal entity customer; and ii) an individual with significant responsibility for managing the legal entity customer (think CEO, CFO, COO, Managing Member, President, Vice-President, or Treasurer). The number of individuals considered a beneficial member will vary for each legal entity. And a person may qualify under both types of beneficial member.

Entities are required to keep the financial institution apprised of any change in the beneficial owners. Information for new beneficial owners should be provided to the financial institution in a timely manner.

Starting a new business is an exciting venture. But the required paperwork, disclosures, and registration can become confusing, especially when you just want to get to work. The attorneys at Jones Obenchain LLP can guide you through the process of forming your business and ensure you’re off to a great start.

JO In Action – Food Drive

Sadly, 795 million people—or one in nine people in the world—do not have enough to eat. With this sad statistic in mind, Jones Obenchain has accepted a challenge from Primerus, a highly selective society of the world’s finest boutique law firms. Primerus asked its members to combat local and global hunger as part of its “Primerus Fights World Hunger” global community-service initiative.

In response to this call to action, Jones Obenchain is conducting a food drive for the month of September. Attorneys and staff will collect and donate nonperishable food items and deliver them to the Northern Indiana Food Bank at month’s end. Feel free to drop by the office with your contribution!

 

Patriot Day – A Day of Remembrance

Patriot Day is the day the United States pauses to remember the terrorist attacks of September 11, 2001.  This day is commonly referred to as 9/11.  It is believed that 2,977 people died in these attacks. President George W. Bush proclaimed September 11th Patriot Day in 2002.

Happy Labor Day!

Wishing you a happy and safe labor day weekend from the attorneys and staff at Jones Obenchain, LLP.

We traditionally think of Labor Day as a celebration of the end of summer, but there is more to the story. Labor Day, the first Monday in September, is a creation of the labor movement and is dedicated to the social and economic achievements of American workers. It constitutes a yearly national tribute to the contributions workers have made to the strength, prosperity, and well-being of our country. To learn more about the history of Labor Day go to: https://www.dol.gov/general/laborday/history