So you have decided to start a new business, and you would like to set it up as a corporation. Congratulations! While you are raising capital, hiring employees, signing contracts with vendors and obtaining the necessary licenses, don’t forget to file your Articles of Incorporation. Ohio law requires all corporations in the state to file a document called Original Articles of Incorporation with the Secretary of State before beginning to do business. The Articles are relatively simple, but must include the following: The corporation’s name, which must include either “Company,” “Co.,” “Corporation,” “Corp.,” “Incorporated,” or “Inc.” The location of the …
NLRB Supports Obscene Facebook Vulgarity, Punishes Common Sense Response
The National Labor Relations Board’s decision in Pier Sixty, LLC, 362 NLRB 59 (2015), will be startling to many managers struggling to maintain civility in the workplace. Increasingly, supervisors and human resource departments are expected to behave like lawyers and to ignore common sense for what should be routine discipline decisions. Although union activity is on the decline in most private sector industries, the catering company Pier Sixty was recently faced with an effort to unionize its New York operations. Two days before the employees were scheduled to vote on the EGU union petition, and just after receiving a reprimand …
Think Twice Before You Delete: How “Cleaning-Up” Your Internet Presence During or Pending Litigation Can “Clean-Out” Your Bank Account
As if the lasting effects of your digital footprint were not deterrent enough, the possibility you could be destroying evidence and subjecting yourself to hundreds of thousands of dollars in fines if you delete material during existing or probable litigation should cause you pause before posting questionable material on social media outlets. Ohio Courts recognize civil claims for destruction of evidence, or what is commonly referred to as “spoliation” of evidence. You are guilty of destruction of evidence if: 1. There is pending or probable litigation; 2. You have knowledge that the litigation exists or is probable; 3. You willfully …
Is Your Estate Plan Up-To-Date?
In Being Mortal, an incredibly rich and revealing book about what people care about as they age, Dr. Atul Gawande described how impressed he was by the importance people placed on maintaining control of their lives. Estate planning helps you maintain control during, and after, your life by allowing you to make decisions now to carry out your wishes later. Just as our lives and circumstances change frequently, so does the law. We visit our dentists and doctors regularly for a “check-up.” When did you last schedule a “check-up” of your estate planning documents? Are your documents up-to-date (or are …
How Does a General Partnership Work?
For those who do not want to start a new business on their own, there are different types of partnerships to consider. Perhaps the simplest and easiest is called a general partnership. Unlike other forms of business organization, such as a corporation, there are no required formalities for forming a general partnership. Nor must the partners create a written partnership agreement, though it is often a good idea. Legally, a general partnership exists when two or more people are carrying on as co-owners of a business and sharing the profits. They are not allowed to draw a salary on top …
Professional organizations are for certain specialized fields
Of course, few Ohio corporations are owned and operated by amateurs. But a professional corporation or professional association is different than other types of incorporated businesses. In general, professional corporations are for groups of people in certain types of specialized fields who wish to organize as a single business. These professions include: Attorneys Health care professionals, such as doctors, dentists and physical therapists Psychologists Veterinarians Engineers Accountants Social workers Some states require people in those professions who wish to incorporate their practice to do so as a professional corporation. Other states do not require it, but do offer it as …
EEOC Making It More Difficult To Consider An Applicant’s Criminal History
Stephen M. McHugh and C. Mark Kingseed, Coolidge attorneys and DBA Committee Members, co-authored an article for the May 2015 edition of the Dayton Bar Association’s magazine, Dayton Bar Briefs, entitled “EEOC Making It More Difficult To Consider An Applicant’s Criminal History.”
Ready to Throw Out Those Old Tax Records?
Once again, the tax filing season is behind most Americans, leaving in its wake another batch of paper and electronic records for taxpayers to add to what may already be a large collection of old tax papers and files. So, how long should you keep these files, and what documents should be saved in the archives? Some taxpayers keep everything. Others prefer to only keep records for a minimum required period, like “three years,” “four years,” or “ten years.” Unfortunately, there is no “bright-line” answer on how long to keep tax records or how much to keep. Instead, the answer …
A Business Merger or Acquisition Can Get Complicated
Buying or selling a business is not as easy as, say, ordering new office supplies. Whether your business is acquiring a competitor in order to expand, or you are looking to sell off your company to another party, there could be multiple players involved, as well as legal questions that need to be answered. First of all, if a company is acquiring another company, or two businesses are merging, there will be multiple stakeholders involved. Once negotiations between the companies are complete, usually the target company’s shareholders must approve the deal. The acquiring business will often sweeten the deal by …
IRS Affordable Care Act Penalty Relief for Small Employers Expires Soon
Previously the IRS announced that employer payment plans would violate the Affordable Care Act and subject an employer to penalties. An employer payment plan is a plan under which an employer reimburses an employee for all or part of the premium for an individual health insurance policy. The penalty for this arrangement is $100 per participant/per day. In February the IRS granted small employers (those with fewer than 50 full-time employees) a break from the penalty through June 30, 2015. If a small employer is still reimbursing employees for individual health insurance premiums, the employer must stop the reimbursements no …