Karen Schroeder

What must be done now once named an independent personal representative to an estate

karen — Thu, 15 Mar 2012 19:38:10 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a reader asks what he must do now that he has been named an independent personal representative to his father’s estate.

ANSWER: The primary task of a personal representative is to take possession of the property of the Decedent. He must use ordinary diligence to collect debts owed to the estate; and may file suit to recover assets owed to the estate. He must care for the property of the estate just as a “prudent man” would care for his own property. Let me assist you with your probate and estate questions by contacting my office today.

a business owner wants to know what to include in the minutes of his Annual Meetings?

karen — Wed, 15 Feb 2012 19:34:38 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a business owner wants to know what to include in the minutes of his Annual Meetings?

ANSWER: The Bylaws should be reviewed and followed and the Board of Directors should record any significant transaction or activity that have NOT previously been the subject of any special meeting the prior year. Significant transactions might include: officers elected, salaries of employees, issuance or purchase of stock, acceptance of resignation, termination or appointment of managers or a change of business name, registered office address or registered agent. Moreover, special meetings should be reflected and ratified at your Annual Meeting. Let me assist you with your corporate law questions by contacting my office today.

Are shareholders and Board of Directors of a newly formed corporation entitled to compensation for their services?

karen — Mon, 30 Jan 2012 19:31:01 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a reader wants to know if shareholders and her Board of Directors of her newly formed corporation are entitled to compensation for their services?

ANSWER: Probably not – unless compensation is provided for by separate contract, the corporate bylaws or a separate corporate resolution. However, do note that the Board of Directors does have the power to fix the salary of each and every officer. Let me assist you with your corporate law questions by contacting my office today.

How to sign loan documents for a corporation so it is clear he is not taking on personal liability for his business loan?

karen — Sat, 12 Nov 2011 19:15:56 +0000

For Karen’s “Q & A” this week, a business owner wants to know how to sign loan documents for his corporation so it is clear he is not taking on personal liability for his business loan? ANSWER: Whenever a person signs on behalf of the company, they should add their title next to their signature so that it will be clear that they are acting as an agent of the company rather than in their individual capacity. This should be done even though a business owner might also be required to endorse or guarantee the same personally.

Is it required to make a filing with the state about how my corporation was initially capitalized?

karen — Fri, 28 Oct 2011 19:11:53 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a Chamber member asks if she is required to make a filing with the state about how she initially capitalized her corporation? ANSWER: No filing is required, but you should place a memo in your official corporate book spelling out exactly how and in what percentage capitalization of the corporation occurred; by depositing cash, transferring property to the business, or services were performed in exchange for ownership shares. Feel free to submit your corporate law questions or contact my office today.

A reader asks what parties need to sign Buy-Sell Agreements

karen — Sun, 28 Aug 2011 15:33:22 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a reader asks what parties need to sign Buy-SellAgreements. ANSWER: Both business owners and their spouses must sign a Buy-Sell Agreement for the
business to exercise its right to buy in the future. Also, the business owner’s will or trust must devisethe business interest in a consistent manner with the Buy-Sell, or your goals could be defeated. Let meassist you with your corporate law questions by contacting my office today.

A business owner wants to know how to evaluate his ownership interest in his Buy-Sell Agreement?

karen — Sun, 28 Aug 2011 15:26:18 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a business owner wants to know how to evaluate hisownership interest in his Buy-Sell Agreement. ANSWER: 4 suggested ways include: (1)Book value atthe time of transfer, which may or may not include goodwill or depreciation; (2)Joint agreement on a setprice; (3)If a first option agreement, by matching an outside offer; and (4)There is always appraisal by athird party. Let me assist you with your corporate law questions by contacting my office today.

business owner wants to know how to evaluate his ownership interest in his Buy-Sell Agreement.

karen — Sun, 28 Aug 2011 15:24:00 +0000

A business owner wants to know the benefits of a Buy-Sell Agreement.

karen — Thu, 28 Jul 2011 15:22:41 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a business owner wants to know the benefits of a Buy-Sell Agreement. ANSWER: First, a Buy-Sell ensures that outsiders will not enter into the managementof your business. It also keeps heirs out of the business if they weren’t already there. Second, it ensuresthat there will be a purchaser for the business interest when the specified event occurs – which benefitsyour heirs. Let me assist you with your corporate law questions by contacting my office today.

A corporate business owner wants to know if he should execute a Buy-Sell agreement for his business succession plan?

karen — Wed, 13 Jul 2011 15:20:26 +0000

For Karen’s Coffee & Counsel “Q & A” this week, a corporate business owner wants to know if he shouldexecute a Buy-Sell agreement for his business succession plan. ANSWER: Buy-Sell agreements, bothmandatory and first option, are the most common succession plan whereby the business or one of itsowners buys out an owner’s share of the business for a predetermined price on the occurrence of aspecified event within a fixed period of time. If properly drafted, it not only avoids probate of a businessinterest, but it minimizes disruption to business operations. Let me assist you with your corporate lawquestions by contacting my office today.