Through use of a Congressional budget tool called a “continuing resolution,” leaders of the U.S. Congress reached a deal yesterday that would fund the United States Government for part of the upcoming 2013 Congressional fiscal year (the entire Congressional fiscal year 2013 is October, 2012 through September, 2013).  Funding under the continuing resolution would be 

In a historic 5-4 decision this morning, with the conservative Chief Justice, John Roberts, the deciding swing vote, the United States Supreme Court has upheld the central provisions of the controversial Health Care Reform law known as the Affordable Care Act or commonly as “Obamacare.”   The heart of the Affordable Care Act is the federal


On February 22, 2012, the President signed into law the Middle Class Tax Relief and Job Creation Act. Under this new law, the payroll tax cut was extended until the December 31, 2012 which means that:

·        For employees: the Social Security portion of the payroll tax will stay at

If you exclude attorneys fees for services (such as preparing an operating agreement and determining what additional filings, permits, etc. that the business will need to get up and running), the most basic cost to register or “organize” an LLC currently in Wisconsin online is $130.00 paid to the Wisconsin Department of Financial Institutions, which

One item often overlooked by parties while negotiating or deciding to enter into an Operating Agreement for a limited liability company or (“LLC”) with more than one member is what is often times referred to as a “capital call.” Buried deep in what can be voluminous pages of “legalese” contained in many LLC operating agreements, may lurk a requirement that members of the LLC contribute additional capital to the LLC – that is, more than their original investment . This can be triggered by majority vote, or, if so provided in the Agreement, by demand of a single Managing Member if he or she is given such power. 

Many investors in an LLC assume that once they make their initial capital contribution, they will not be required to contribute more, even if the underlying business is performing badly, unless they specifically agree to do so, or if “everyone” agrees to do so. Many times quite the opposite is true, and the unsuspecting investor could be facing some rather negative consequences. Continue Reading Beware of “Capital Calls” in LLC Operating Agreements

It is common that at a foreclosure sale the mortgagee Bank will submit the winning bid at the amount owed on the mortgage of the property at issue.  But what if the amount owed is significantly less than the “market value” of the house?  Can the court under Wisconsin law refuse to confirm the sale as unconscionable?  The answer in Wisconsin appears to be  – the court can only refuse to confirm the sale  if there is a demand by the Bank for a deficiency judgment and either the price is inadequate due to a mistake, misapprehension or inadvertence or the price is so inadequate that it shocks the conscience of the court.  In other words, if the Bank doesn’t seek a deficiency judgment, then mere inadequacy of price is not a sufficient reason for a court to fail to confirm a sale.  Such propositions were set forth in a recent unpublished Wisconsin Court of Appeals decision, Countrywide Home Loans, Inc. v. Daniel J. Russ, et al, Appeal No. 2009AP2873.  Continue Reading Inadequate Price Not Enough to Allow Courts to Stop Confirmation of a Foreclosure Sale

Back on March 30th I wrote that homebuyers needed to act fast to meet the then fast approaching expiring deadline for closing on the purchase of a residence.  Since then, Congress has acted once again by extending the closing deadline from June 30 to September 30, 2010, for eligible homebuyers.  Again, for qualifying purchases in

A recent Wisconsin Supreme Court opinion filed June 25, 2010, Ehlinger v. Hauser and Evald Moulding, Inc., 2010 WI 54, is a candid reminder that co-owners of a business should not only take the important step of entering into a written Buy/Sell Agreement to determine how important issues such as death, disability, divorce, bankruptcy

Expiring Deadline

Unless Congress acts soon, the Homebuyer Credit that was extended and expanded last November by the Worker, Homeownership and Business Assistance Act of 2009, is set to expire. Under that act, in order for “first time homebuyers” to take advantage of the up to $8,000 tax credit and for certain “qualified repeat homebuyers” to take advantage of the up to $6,500 tax credit, they must meet one of the following timing deadlines to be eligible for their applicable credit:

                (1) must have purchased the new home on or before April 30, 2010 (which means the date that the taxpayer closed on the transaction and title to the property transfers to the taxpayer homebuyer);


                 (2) (a) the purchasing taxpayer homebuyer must have entered into a binding contract for the purchase of a home on or before April 30, 2010; AND (b) must close on the home on or before June 30, 2010.

 Continue Reading Act Fast! Homebuyer Credit Set to Expire Soon

Similar to the required practices of maintaining a Corporation, it is a good idea to keep the important documents and minutes recording important transactions and happenings of an LLC in a minute book, to be maintained at the main business office and at the office of your attorney who can then remind you to annually file your annual report and update your minutes.  

Statutory requirements for Wisconsin LLC’s are less than that of a Wisconsin corporation. However, it is important to note that pursuant to Wisconsin Statutes, a LLC is required to file an annual report, keep certain written records, including copies of the LLC’s tax returns, records of the LLC members, the value of each member’s contributions to the LLC, records of the times at which, or the events upon which, any additional contributions are agreed to be made by each member.

The minute book would be an appropriate place to keep much of this information. In addition, even though "formalities" such as annual meetings are not required of LLC’s, following such formalities can be important to help protect the limited liability benefits provided by the LLC law in Wisconsin.   For example, maintaining an LLC minute book is one of the things you can do to help ensure that the "limited liability veil" is not pierced. When the courts "pierce the limited liability veil", they assign liability to individuals for actions that the limited liability company performed. It is not uncommon for plaintiffs to name individuals associated with a corporation or LLC as defendants in any litigation against a LLC or corporation.Continue Reading Consider Keeping Minute Book for your LLC