Post-Incorporation Issues General

Considerations

When a corporation is formed, it becomes a legal entity that is separate from the owners or shareholders. The corporation can only act, however, through the individuals who are the incorporators, officers, directors, or shareholders. As part of the process of organizing the corporation, those individuals address a number of organizational matters, such as planning the capitalization, choosing the state of incorporation, selecting and reserving the corporate name, and drafting articles of incorporation and bylaws. Once the corporation is formed, those individuals will need to start up and operate the corporation. Specific guidance may be obtained from the firm’s legal and tax advisors. In general, start-up and maintenance tasks include:

• Obtaining federal and state tax identification numbers and an unemployment insurance employer account number for the corporation.
• Issuing shares of stock in conformity with the articles of incorporation; note also that federal and state securities laws apply to the issuance of corporate shares. Corporate shares may be represented by share certificates or may be “uncertificated.” Uncertificated shares do not have certificates but are still reflected on the records of the corporation. As stated elsewhere in this Guide, these laws are complex, and the advice of knowledgeable professionals should be obtained before attempting to issue corporate securities.
• Setting up and maintaining corporate books and records, including books of account, shareholder records, and corporate minute books.
• Calling and conducting the initial meeting of the board of directors or shareholders in conformity with the articles of incorporation and applicable laws.
• Assuring that all actions taken and decisions made by the corporation through its directors, officers and shareholders conform with the articles of incorporation, bylaws, and applicable law. All actions and decisions should be recorded in the corporation’s minute book.

Annual Registration

Minnesota corporations must file an annual corporate registration with the Secretary of State which will provide corporations with a reminder-to-file notice. Failure to file an annual registration for any calendar year will trigger an administrative dissolution of the corporation.

Business Activities Report

Every corporation that does business in Minnesota must annually file with the Department of Revenue a business activities report. Corporations are exempt from this requirement if they:

• File a Minnesota corporate income tax return on time;
• Possess a certificate of authority to do business in Minnesota;
• Are a tax-exempt corporation;
• Are engaged solely in secondary market activity in Minnesota; or
• Are financial institutions that annually conduct business with fewer than 20 persons, and have total assets and deposits of less than $5 million.

A corporation that is required to file a business activities report and fails to do so is prohibited from prosecuting any cause of action upon which it may bring suit under Minnesota law. In addition, those corporations generally are barred from using Minnesota courts for contracts executed and causes of action arising during the violation period. The Commissioner of Revenue may disclose to litigants whether a business activities report has been filed by a party to a lawsuit.

Copies of Form M-4R, the Business Activities Report, may be obtained from the Minnesota Department of Revenue, Forms Distribution Office.

This post is part of a series of posts on forming a business in Minnesota.

Our firm has recently been contacted by one Anne Goldschmidt regarding an unpaid debt. This appears to be a wire transfer scam, similar to many other scams targeting attorneys.

Scam Email 1

Dear Counsel,

I am in need of your legal assistance regarding a breach of loan agreement I provided a friend of mine in the amount of $500,000. He needed this loan to complete an ongoing project he was handling in March 2010. He is well based in your jurisdiction and the loan was for 24 months with interest accrued at the rate of 8.5%. The capital and interest were supposed to be paid on March, 2012 but he has only paid $550,000.

Please let me know if this falls within the scope of your practice, so that I can provide you with the loan documents and any further information you need to know. My email is goldschmidtmanne@gmail.com

Thanks,

Anne Goldschmidt.

Attorney Scam Email 2

Dear Counsel,

Good day to you and thanks for responding to my email. Please pardon my late email response as my condition does not allow me to stay long on the computer. Your consultation fee shouldn’t be a problem, kindly send me your firm fee / retainer agreement for my review and upon receipt and if OK, I will make immediate provision for the fee.

My name is Anne Goldschmidt. On March 1^st, 2010, I lend Brian Smith who’s located in your jurisdiction the sum of $550.000.00 with 8.5% interest on two years fixed term and to pay back March 1^st, 2012. Hey had only paid me $50,000 but still owing $500,000.

There has not been any attorney working on this case. Different payment dates have been promised and I still have not received anything. I was advised to seek legal assistance in my borrower new jurisdiction which is why I contacted you to act as my counsel in retrieving these funds. My last contact with my Borrower, I was told I would receive payment not later than Mid April 2012 and till now, nothing has been paid.

Kindly let me know what your fees would be in order for me to inform Mr. Smith to expect contact from you as you have been authorized to act on my behalf. On your approval, I would like to forward your details to him so He knows a law firm is representing me and, I could sue for breach of agreement if He does not oblige to the terms of the loan agreement. I would like to give him this last chance to fulfill his obligations before we start legal proceeding if need be.

Please do get back to me so I can furnish you with the required details to contact my borrower on my behalf as I know He respect law firms and do not want to be carried to court. Before we proceed, kindly forward your fee/retainer agreement for my review and if okay upon receipt; I shall make immediate provision for the fee for you to begin work.

Thank you for your anticipated co-operation and understanding. Contact me should you require more information. I have attached here a copy of the Loan Agreement Promissory Note and proof of partial payment He made for your peruse. My borrower’s name is Brian Smith.

Regards,

Anne Goldschmidt.

Attachments:

• Loan Agreement BMNEP
• Proof of Partial Payment.L

• Click here for more attorney scams

One of our firm’s attorneys received the following scam email:

We have a dispute with:

Zimmer Spine
7375 Bush Lake Rd,

Minneapolis,MN 55439

They supplied us with Medical Equipment that failed to meet UK safety standards.

We have an agreement with them that states if any purchase fails to meet safety standards, we should notify them within 28 days of delivery of the goods for a full refund or exchange. The agreement

also states that the refund or exchange will be processed within 14 days of receipt of the returned goods

We received this goods at our warehouse on the 20th Jan 2012. The seller was notified on the 26th of Jan 2012, that the goods have failed to meet safety test. The goods were immediately returned

back and delivery was confirmed by the seller on the 28th of Feb.2012.A refund of $700,000.00 was due on or before the 14th of March 2012, but till date we have not received any money for the

returned goods.

I have contacted them numerous times and my last conversation from them, they offered to exchange the goods. An exchange is not acceptable as we no longer stock this company products for safety

reasons.

We need your legal assistance in resolving this dispute.Please advise me of the best approach to deal with this matter, If filling for a law suit will be appropriate.

If you require any more details, please do not hesitate to contact me.

Regards,

Philip John

Purchasing Manager

Meridian Medical

8 John Adam Street,London WC2N 6EZ

Tel:+44 203 514 3586 begin_of_the_skype_highlighting            +44 203 514 3586      end_of_the_skype_highlighting begin_of_the_skype_highlighting            +44 203 514 3586 begin_of_the_skype_highlighting            +44 203 514 3586      end_of_the_skype_highlighting      end_of_the_skype_highlighting Ext.3309,

Fax:+44 844 774 7905

Our firm has recently been contacted by one Kenny Jive, supposedly with Aria Technology Ltd. Some online research indicates others have received similar emails in which Kenny Jive claims to be with Simon Store CO. Ltd.

Have you been contacted by Kenny Jive with similar emails? Tell us about your experience in the comments section below.

• Click here for more scams targeting attorneys 

First  Scam Email

———- Forwarded message ———-
From: Kenny Jive <Simonstore@engineer.com>
Date: Wed, Jul 11, 2012 at 4:17 PM
Subject: Dear Counsel

Dear Counsel,

This is an official requisition for your legal consultation services on behalf of Aria Technology Ltd. We are based in London and our principal activity is manufacturing of 1) Assembled mobiles, refurbished mobiles 2), Mobile phone accessories, 3) Computer parts, 4) Roland Printer, 5) PSP.We are presently incapacitated due to international legal boundaries to exert pressure on our delinquent customers in US and we request for your services accordingly.

We got your contact information from the US lawyers Directory as a result of our search for a reliable firm or individual to provide legal services as requested. After a careful review of your profile as well as your qualification and experience, we are of the opinion that you are capable and qualified to provide the legal services as requested.

Please accept my sincerest appreciation on behalf of Aria Technology Ltd. in advance for your willingness to render your services as we look forward to your prompt response to our request.

Thank you for taking your time to read this email.

Mr.Kenny Jive.
Engineer & Company’s representative,
Aria Technology Ltd.
Aria House
Belle Vue Avenue
Pottery Lane
Manchester
M12 4AS
Tel:+ 447011130794

 Second  Scam Email

Dear Counsel,

It was nice hearing from you and the content of your email has been noted, however I cannot make a trip to meet with you in the U.S due to my tight schedule here in United Kingdom but I can compose a retainer agreement letter requesting your legal services, which includes the fees you’re to be paid and terms and condition.

Once you go through the letter and pleased with the content then we can proceed with your legal services prior to helping us recover the money owed to us by our delinquent customer there in your State of, and we will provide you their contact details thereafter.

To commence on the retainer agreement letter, I will need your office address, telephone numbers.

Please accept my sincerest appreciation on behalf of Simon Store CO., Ltd. in advance for your willingness to render your services as we look forward to hearing from you soon.

Mr.Kenny Jive.
Engineer & Company’s representative,
Aria Technology Ltd.
Aria House
Belle Vue Avenue
Pottery Lane
Manchester
M12 4AS
Tel:+ 447011130794

Third Scam Email

Dear Counsel,

With al due respect sir,We expect you should have return the retainer agreement letter now now.

Please accept my sincerest appreciation on behalf of Aria Technology Ltd.
in advance for your willingness to render your services as we look forward
to your prompt response to our request.

Thank you for taking your time to read this email.

Mr.Kenny Jive.
Engineer & Company’s representative,
Aria Technology Ltd.
Aria House
Belle Vue Avenue
Pottery Lane
Manchester
M12 4AS
Tel:+ 447011130794

Our firm was recently contacted by one Mr. Griffin Dilwyn, supposedly with Med-Equip Healthcare Limited. This scam targeting attorneys uses real names of people and businesses in an attempt to add the appearance of legitimacy. The scam is also likely tailored to the geographical area of the targeted attorney.

• Click here to learn more about attorney scams
• Click here for examples of attorney scams

First Scam Email

Counselor at law,

We Request your firm’s legal advice and guidance concerning a legal matter, for our company against our client in your jurisdiction, for acting contrary to our
agreement on a loan dispute, kindly confirm what you need, if you wish to take up our case.

Attachments

The first scam email included several attachments. These attachments appeared to be signed by one Mr. Eric R. Slusser, one Mr. Raymond S. Troubh, one Mr. Braith Steffan and one Mr. Griffin Dilwyn.

• HSBC Scam Wire Transfer Transferslip 0088
• Med-Equip Healthcare Limited Scam Agreement
• Scam Promissory Note Med-Equip Healthcare Limited

Second Scam Email

How are you today? We would like to Thank you for your response to our inquiry for legal services.However,We wish to inform you that we would be needing your firms legal help to assist us with a breach of loan issues and also retrieve funds owed to our company.The Borrower (Gentiva Health Services, Inc.) is a company we have known for 4 years and have made several supplies to in the past, without any issues. They requested a loan from our company on March 4 2011 for their office facilities in your state, the loan given was an unsecured loan due to the past relationship we have had on business dealings. the amount loaned was $875,985.49, they have paid only $459,930.00 ( which includes 6 months interest rate) out of the total sum given and the balance is still outstanding till date we are  in contact with the Principal Financial and Accounting Officer who is also the Executive Vice President of Gentiva Health Services Mr. Eric R. Slusser in  the United State. Promises made for our outstanding balance has not been kept and We have made several previous attempts to collect these funds which all ended negatively., we believe bringing law suit to their doorstep will serve as a catalyst to make them remit our funds if need be, We look forward to your prompt response to our email, as the said funds owed to us has caused a strain on our company’s operational capital.

See Gentiva Health Services, Inc. address for your conflict check: 2626 East 82nd Street Bloomington, MN  55425-1300

In this email you will find attached all documents backing our loan for your perusal.We are prepared to pay a reasonable retainer fee for this service as soon as our board gets to review the terms of your engagement letter.So please have that sent to my attention via email, a written retainer agreement is the best way to ensure that our rights are protected, We expect this to be a pre-litigation case, but we are prepared for a formal lawsuit to be filed. If Gentiva Health Services, Inc. fails to comply, Below are a few question we would like to know before we retain your firm.

•How many years of experience do you have in this specialty and how have you handled similar disputes in the past?, •Who will be working on our case?, •What type of fee arrangement is required by you? Are the fees negotiable?, •What other expenses will there be besides your fee and how are they calculated?, •How long will it take before our case is resolved?, •How will you keep us updated on the progress of our case?, •Have you represented any special-interest groups, such as nursing homes or senior citizen groups?, •What will our tasks and responsibilities are?

If you have any further questions, email me or call the office during business hours.

Regards,

Griffin Dilwyn

Senior Manager.

The following is an example cease and desist letter for harassment. This cease and desist template should not be used without first consulting with an experienced attorney.

People using this form should edit out the brackets [ ] and fill in the appropriate information that is applicable to themselves.

Also, anyone using this will want to be as detailed as possible when naming specific instances of unwanted behavior.

Read over this form carefully before sending it out in order to make sure that all of the information you have supplied is accurate.

When you send this letter to the perpetrator, allow 15 days for a response. This gives the perpetrator time to receive the letter (the mail can be slow sometimes), read it over, examine his/her own legal rights, and mail it back (allowing time for the letter to slowly move through the mail on the return trip).

Make sure that the perpetrator’s activities actually fall outside the scope of his/her legal rights. Remember, people sometimes do annoying or creepy things, but those things are not always illegal. If someone is acting an a way that is still bothersome to you but those activities do not necessarily fall within the definition of stalking or harassment,this may not be the appropriate remedy and you may need to pursue a different course of action.

[Your name]
[Your address]

[Perpetrator's name]
[Perpetrator's address]

[Today's date]

RE: Cease and desist from [stalking/harassing/etc.]

Dear [Perpetrator]:

This CEASE AND DESIST ORDER is to inform you that your persistent actions including but not limited to [insert actions here (example: calling me in the middle of the night and hanging up, waiting outside my house, etc)] have become unbearable. You are ORDERED TO STOP such activities immediately as they are being done in violation of the law.

I have the right to remain free from these activities as they constitute [harassment/stalking/etc.], and I will pursue any legal remedies available to me against you if these activities continue. These remedies include but are not limited to: contacting law enforcement to obtain criminal sanctions against you, and suing you civilly for damages I have incurred as a result of your actions.

Again, you must IMMEDIATELY STOP [unwanted activities] and send me written confirmation that you will stop such activities. You risk incurring some very severe legal consequences if you fail to comply with this demand.

This letter acts as your final warning to discontinue this unwanted conduct before I pursue legal actions against you. At this time, I am not contacting the authorities or filing civil suit against you, as I hope we can resolve this matter without authoritative involvement. I am not under any circumstances, however, waiving any legal rights I have presently, or future legal remedies against you by sending you this letter. This order acts as ONE FINAL CHANCE for you to cease your illegal activities before I exercise my rights.

To ensure compliance with this letter, and to halt any legal action I may take against you, I require you to fill in and sign the attached form and mail it back to me within 10 days of your receipt of this letter. Failure to do so will act as evidence of your infringement upon my legal rights, and I will immediately seek legal avenues to remedy the situation.

Sincerely,

[your signature]___
[your printed name]

CEASE AND DESIST COMPLIANCE AGREEMENT

I, [insert perpetrator's name here] do hereby agree to stop [insert unwanted activities here] which are in violation of [your full name]‘s rights. I understand that this is my final chance to cease these activities. I understand that [your full name] potentially has the right to pursue legal action against me relating to my engagement in these activities, but [he/she] will not pursue those rights in contemplation of my compliance with this written demand. I further understand that [your full name] has not waived [his/her] rights and may pursue legal remedies against me if I fail to abide by this agreement. I understand that this agreement is not specifically limited to the activities named herein. I will not engage in any activity now or in the future done for the purpose of [stalking/harassing] [your full name]. I furthermore agree not to engage in any activity, regardless of its official title, that is done in violation of [your full name]‘s legal rights. If I fail to cease performing these activities, [your full name] may pursue legal action against me in accordance [his/her] legal rights. This agreement acts as a contract between [perpetrator's name] and [your full name]. Forbearing enforcement of legally enforceable remedies is sufficient consideration to support this agreement. This agreement represents the entire agreement between the parties. Any statements made orally, written, or otherwise which are not contained herein shall have no impact on either parties’ rights or obligations elaborated in this agreement.

Date ____________________

________________________
[perpetrator's printed name]

________________________
[perpetrator's signature]

Sexually Dangerous Persons Civil Commitment Law: Changing the Terms of or Ending Civil Commitment

The decision to transfer the person to a more or less secure treatment facility or to discharge a sexually dangerous person from civil commitment is made by a special review board panel appointed by the Commissioner of Human Services. The panel consists of three members who are experienced in the field of mental illness. One member must be a psychiatrist and one member must be an attorney. A patient may file a petition for transfer, discharge, or provisional discharge with the special review board panel after six months have elapsed since the person was first committed and may not file additional petitions with the board unless six months have elapsed since the last petition. A number of parties are entitled to be notified of and be present at the hearing on the petition, including the committing court and the county attorney of the committing county. Following the hearing and based on factors outlined in statute and evidence presented at the hearing, the panel makes written findings and recommendations on the petition and submits them to the Commissioner of Human Services.

The final decision on transfer or discharge rests with the commissioner. The order of the commissioner may be appealed to the Supreme Court Appeal Panel (SCAP). The SCAP must consider: (1) the person’s clinical progress and present treatment needs; (2) the need for security to accomplish continuing treatment; (3) the need for continued institutionalization; and (4) whether the transfer can be accomplished with a reasonable degree of public safety. Minn. Stat. § 253B.18, subds. 4c and 5.

SCAP decisions can be appealed to the Court of Appeals and the Minnesota Supreme Court.

Sexually Dangerous Persons Civil Commitment Law: Duration of Civil Commitment

During the 60-day period following the initial commitment decision by the court, the treatment facility prepares a treatment report and the court holds another hearing to decide whether the commitment decision should be made final. If the court finalizes its commitment decision at the review hearing, the person is committed to the Commissioner of Human Services’ custody for an indeterminate period of time. The indeterminate commitment lasts until the person can demonstrate that he or she is no longer dangerous or in need of treatment. Minn. Stat. §253B.18.

This post is part of a series of posts on Minnesota Criminal and Civil Regulatory Laws Regarding Sex Offenders and Predatory Offenders.

Our law firm was recently contacted by someone claiming to be Keith Rennie, Director of RG Wire & Cable limited. Our firm contacted RG Wire & Cable and inquired about the correspondance. Keith Rennie confirmed that the message was “an internet scam” and should be ignored. The scam was particularly convincing in that it used a real person and company, and also provided several convincing attachment documents.

• Similar scams targeting attorneys

Dear,

How are you today? We would like to Thank you for your response to our inquiry for legal services.RG Wire & Cable Ltd, is a private limited company founded in February 2006.We provide recognized industry standard and custom built cable types covering many applications across a wide market range.

However,We wish to inform you that we would be needing your firms legal help to assist us with a breach of contract matter and also retrieve funds owed to our company.We ordered goods from WESCO Distribution Inc and was asked to make a 50% down payment before goods will be delivered to us and that we did and up till date no goods were delivered nor was a refund made.We hereby seek legal help from your firm to help us collect this money owed to our company as we do not wish to go any further with the said transaction. We have made several previous attempts to collect these funds which all ended negatively.We are aware that a conflict search will
need to be done.Please find below details of the owing company.

Here is the name of our supplier for your conflict check of interest- WESCO Distribution Inc at 601 Lakeview Point, New Brighton, MN 55112-3495.

In this email you will find attached contract,copy of invoice,copy of proof of payment for your perusal.We are prepared to pay a reasonable retainer fee for this service as soon as our board gets to review the terms of your engagement letter.So please have that sent to my attention via email if this is a case you are willing to
handle.

We would want your firm to Provide legal assistance, collect funds owed to us and bring actions in court against WESCO Distribution Inc,if the need be,We look forward to your prompt response to our email.we wanted to also inform you that the said funds owed to us has caused a great strain on our company’s operational capital and want this issue resolved.We would like to know a few things about your firm and also how this case would be handled.Find our concerns and questions below.

1. Have you handled cases like mine? Do you have a track record of success?

2. What course of action would you recommend for my business dispute?

3. What are the strengths and weaknesses of my case?

4. Do you have extensive experience in cases like mine?

5. Will you be handling my case personally?

6. How do your fees work?

7. How long have you been in practice?

8. How strong is my case and what are the possible outcomes?

9. How long do you think it will take to resolve this matter?

10.How often will you communicate with me about my case status?

11.Will you plan to pursue a settlement or fight for a court date? What about arbitration?

12.Who else in your office will work on our case?

13.What are our responsibilities in this case?

14.Will you work on a contingency basis?

However,if you are able to help us with legal services do have your retainer agreement prepared and forwarded to us for proper review of your terms and conditions to know if we can employ your services as time is of essence and we would want this issue to be resolved ASAP.

If you have any questions contact me personally anytime by email or phone which you would find details at my signature block.

Best Regards,

Keith Rennie
Director
RG Wire & Cable Limited
67 Cavendish Way Southfield
Industrial Estate Glenrothes
Fife KY6 2SB,United Kingdom
TEL:+44 70457 09887
Fax:+44 1592 775822
keithrennie60@yahoo.co.uk.

Attachments:

• wac_slip
• Forwarded_Message
• Contract-CA