Business Tips

Creditor Claims in New Hampshire Probate - The Notice of Probate that appears in the newspaper is a notice to the world that this estate is now open, so now is the time to make any claims on the estate. The notice kicks off a six-month waiting period within which to make claims, like a short statute of limitations. . . .

Adding a Nonvoting Investor to an LLC - Sometimes a limited liability company (LLC) wants to bring in additional capital, but the owners want to keep control of the company. In that case, the LLC might consider adding nonvoting investor who will participate in profits but have no say in the company's daily management . . .

How Life Insurance May Affect Your Medicaid Eligibility - Medicaid eligibility in New Hampshire requires the applicant to have no more than $2,500 in countable assets. The rules for calculating assets can be complex as not all assets are "countable" depending on the nature of the asset . . .

The License to Sell Real Estate in Probate Estate Administration - Most probate estates are relatively modest in value and do not have many complicated assets. The big asset is usually the house. One important step for the estate fiduciary is to clean out and sell the house. The estate fiduciary is the . . .

Accommodating Disabilities Under the FMLA and ADA - When employees are injured or disabled or become ill on the job, they may be entitled to medical or disability-related leave under two federal laws: the Family and Medical Leave Act (FMLA) and the Americans with Disabilities Act (ADA) . . .

Coronavirus as Force Majeure to Excuse Contract Performance - Force Majeure ("superior force") or "Act of God" clauses can justify suspending performance of duties under a contract for causes outside the parties' control such as strikes, inability to procure materials, power failure, government restrictions, riots, sabotage, terrorism, fire, flood, pestilence, and maybe the coronavirus. . . .

Accessory Dwelling Units - Accessory Dwelling Units, sometimes called in-law apartments, were historically built to provide independent living spaces for aging relatives. Today, however, ADUs serve the broader purpose of helping to create low-cost housing for people of all ages by allowing . . .

Protecting Your Founder Stock Post-Investment - You are the proud founder of a hot startup, which is now flourishing. Investors are lined up and ready to offer the capital needed to take your business to the next level. Keep an eye on what will happen to your rights and control of the company after . . .

General Data Protection Regulation (GDPR) Requirements - 2019 - If you have recently seen notices of new data privacy policies and updates, these are probably related to the GDPR. The European Union's GDPR took effect May 25, 2018. The GDPR impacts businesses globally because . . .

Music Licensing for YouTube Content Creators - YouTube estimates that 1.3 billion people use its site each year. Boasting more than 300 hours of video uploaded to its platform every minute, YouTube has become the popular choice for viewers and content creators alike, especially the latter. From amateur musicians performing . . .

Closing Your Business - What Should You Do? - You've decided to close your business. There is more to do than to simply close the doors. There are certain actions that you need to do. Follow the steps to closing your business . . .

Franchise and Franchise Alternatives for Business Expansion - While the franchise model has long been a popular strategy for business expansion, it's not always the right choice for every company. Franchise laws and regulations are complex and differ at the federal and state levels, as well as . . .

Outsourcing to China and Nondisclosure Agreements - When discussing new ventures or when contracting work to another party, a business often uses a standard nondisclosure agreement (NDA) to protect confidential information. Most businesses believe that using their standard NDA protects them sufficiently even when outsourcing work to China. Unfortunately, the standard NDA is useless . . .

The Advantages of Attorney Help to Start Your Business - Nearly every business expert will tell you that the two professions you need to start your business are an accountant and an attorney. A good business attorney won't only help you to address legal disputes when they arise but will advise you on how to . . .

LLC Instant Gridlock - Lots of limited liability companies are formed by two members. They could be close friends, spouses, family members. The two members are equal partners, 50-50, meaning neither has a majority vote. In effect, both are minority shareholders. This can lead to gridlock . . .

EMPLOYMENT SEPARATION AGREEMENTS - Sometimes at the end of employment, employers will offer severance pay to terminated employees in exchange for a separation agreement releasing all claims against the employer and imposing non-compete or other restrictions. While a severance package may appear . . .

The ABC's (Agenda, Brevity, Counsel) of Drafting a Contract - A contract is a legally enforceable document between two or more parties. A good contract clearly outlines the parties' agreement, reasonably protects against eventualities, and safeguards your best interests. Both parties to a contract should know what they are contracting for and . . .

Know Your Social Media Law - It is becoming increasingly difficult to find anyone who doesn't have a social media account, such as Facebook, Instagram, LinkedIn or Twitter. Most people find social networking a great way to stay in-touch with family, old friends or even to make new friends. Businesses and employers also utilize social media . . .

Contracts and Mandatory Arbitration Clauses: Should You Include/Accept Them? - When it comes to signing a contract, no one wants to think about potential legal disputes that may arise. Arbitration has become one avenue in resolving legal disputes, but is it the best option for . . .

How to Make Your Business More Valuable for Acquisition - With the improving economy comes growth in mergers and acquisitions. Mergers are few; acquisitions are many, usually in the form of asset purchase agreements. Buyers want . . .

Mobile Apps and the Children's Online Privacy Protection Act - Mobile apps that collect personal information from children under the age of 13 are subject to the strict requirements of the Children's Online Privacy Protection Act (COPPA). Failure to comply . . .

New Exemption: Transfer Your Real Estate to Your LLC Without Transfer Tax - For the longest time, people have wanted to put their investment real estate into a limited liability company (LLC), but would rather not because of the New Hampshire Real Estate Transfer Tax . . .

Termination for Material Breach - Business relationships are often formalized by contract. A contract is a legally binding agreement between two or more parties obligating the parties to do or to refrain from doing a particular . . .

Protecting Trade Secret - Put simply, a trade secret is valuable business information that has actually been kept secret. Examples of trade secrets include the secret formula for Coca Cola, a company's customer list or its list of preferred suppliers that enable . . .

January 1, 2016 Update - How the Affordable Care Act Might Affect Your Business - Hard to believe the Patient Protection and Affordable Care Act ("ACA"),
also known as Obamacare, has been in effect for five years. Getting the bugs out of the ACA has caused some delays in ACA implementation, but for now, the ACA's "employer mandate" that . . .

PIERCING THE CORPORATE VEIL - Do Your Business Practices Jeopardize the Liability Shield? - One of the benefits of forming a corporation or limited liability company (LLC) is shielding the shareholders or members parties of the company from personal liability. A corporation shields the assets of an individual or parent company . . .

Contract Terms: Warranties and Indemnification - Sometimes contract terms can seem confusing as they represent the promises of the contracting parties following the general theory of contract: risk allocation. This is to review a . . .

Business Associate Agreements - The Health Insurance Portability and Accountability Act of 1996 (HIPAA) established national standards for protecting the confidentiality of Protected Health Information (PHI). With the publishing . . .

Data Governance in the Digital Age - Nowadays, data security breaches at businesses and major retail outlets seem common. Recently, Target and Home Depot were both hit by hackers within a year. Sensitive and personal identifying information may . . .

Nondisclosure Agreements and China - A business might often use a nondisclosure agreement (NDA) as one strategy to protect confidential information when discussing new ventures or when contracting work to another party. Using a standard NDA, however, when outsourcing work to China is useless. . . .

The High Cost of Letting Go: Contesting Unemployment Claims of Former Employees - Employee turnover is a natural occurrence at any business. What many business owners do not realize, is just how costly a former employee . . .

Enforcing Non-Compete and Non-Solicitation Agreements - Employment agreement provisions can impose restrictions on an employee's options following termination of employment. Non-compete restrictions traditionally follow one of two formats, . . .

Residential Contractor Construction Defects: Notice and Opportunity to Repair - New Hampshire RSA 359-G, Notice and Opportunity to Repair, regulates disputes over residential construction. Under the statute, a homeowner is required to give the contractor 60 days' notice of intent to file . . .

Partnership Law - "A partnership is an association of two or more persons to carry on as co-owners of a business for profit." This is the central rule
of the Uniform Partnership Act ("UPA"), which New Hampshire adopted as RSA 304-A to govern general partnerships. Whenever two or more people . . .

Crowdfunding Your Business Startup - Since President Obama signed into law the Jumpstart Our Businesses Act (JOBS Act) in
April 2012, the concept of "crowdfunding" has had the country abuzz. . . .

Important Changes Coming in 2013 - Limited liability company changes and estate & gift tax changes: With significant statutory changes on
tap for 2013, Members and Managers of LLC's should . . .

Real Estate - Spring Fever - Spring is when the real estate market becomes more active. After enduring the typical New England
winter, residential and commercial buyers are most interested in viewing and . . .

Legal Documents of NH - Mesmer & Deleault, PLLC is pleased to announce the launch of our new website: www.legaldocsnh.com. Linked
to our existing website, Legal Documents of NH was established to help our clients easily purchase documents online. . .

The Digital Age: Privacy and Data Security Challenges for Companies Everyone nowadays has heard of the issues surrounding
privacy and data security. Some have experienced firsthand unauthorized disclosures of their own private data. Companies need to be sensitive . . .

Landlord-Tenant Law and Evictions At one time or another most of us have been either tenants or landlords. This month we examine
some of the important features of New Hampshire residential landlord-tenant law and the eviction process. . . .

Digital Privacy Many companies nowadays are working with highly confidential company trade secrets. Their employment agreements
require employees to keep the secrets and to not disclose them anywhere. These agreements often also have non-compete and invention
assignment provisions that are intended to protect the employer's competitive advantage in the marketplace. . . .

Business and Intellectual Property The key assets of any business are its people, its innovations, its trademarks, its know-how, and its
goodwill - in other words, its intellectual property. Intellectual property has value in that it can . . .

Sick Leave in New Hampshire - Taking time off for the flu? New Hampshire has no law that requires employers to provide paid sick leave for
their employees. Most employers provide this benefit voluntarily. When they do, however, . . .

NH Comprehensive Shoreland Protection Act - Be Careful! - You own property near the water and you're planning to expand your building
footprint or clear trees or to add a garage. You've hired a contractor, you've obtained a building permit from your town and, if needed, a zoning
variance. You're ready to start construction or removal. No problems, right? . . . Maybe

Business Buyouts - Buying a business can be transacted in a large variety of styles. Sometimes by what are called acquisitions and mergers,
buyers can take title to all or part of an existing business (the Target). This can be done in-house by people working at the business, or

Bankruptcy Preference Actions - Getting Sued for Getting Paid - That delinquent debtor is always way past due to pay on account with your
business. The big check finally comes in, to your relief.

Maintaining the Company Shield - Many business owners form limited liability companies (LLC's) or corporations to protect their personal
assets from liability.

Workers' Comp and Independent Contractors - Good news for construction companies: on January 4, Governor Lynch signed the partial
repeal of that new workers' comp law requiring that corporate and LLC officers get comp for themselves.

Workers' Compensation Law 2007 - Watch Out for Recent Changes. - The legislature has been worried about the workers' compensation
crisis for quite a while, but has now come up with reforms that could alarm some businesses, especially construction companies.

The Time Limit for Construction Negligence Suits - A plaintiff typically has only a statute of limitations time limit to be concerned about when
filing a lawsuit.

Write it Down! - New Years is the time for resolutions. Make a resolution this year to always put it in writing. Here are a few tips in the areas of
contracts, patents, and trademarks.

Do You Know What Assets Your Business Owns? - If you own a business, it would be unthinkable not to have a list of its tangible assets such
as machinery and buildings.

Get Involved in Making Law - Some people have become discouraged about the law. They see examples in the media of what appears to be a
lack of justice, and extreme positions taken by interest groups and some politicians.

Your Personal Liability Shield - If your business is a corporation or a limited liability company (LLC), you need to let the world know it.

New Restrictions for Non-Compete Agreements In a recent case, Merrimack Valley Wood v. Near, the New Hampshire Supreme Court has
again clarified the law of non-compete agreements in the Granite State.

New Residential Construction Law - On January 1, 2006, a new law affecting both contractors and homeowners goes into effect. The new law,
HB 469, requires homeowners give residential contractors 60-days' notice of construction defects and an opportunity to respond before legal
action can be filed.

Maintaining the Company Shield - Many business owners form limited liability companies (LLC's) or corporations to protect their personal
assets from liability.

Terminating Employees? Is Your IP at Risk? - Whether an employee quits or is terminated by the company, one critical issue that is often
overlooked is the long term protection of intellectual property assets.

Is Your Company In Good Standing? - Every year around this time, the New Hampshire Secretary of State notifies all the New Hampshire
corporations and limited liability companies (LLC's) that it is time to file the Annual Report.

Interest and Attorney Fees in Collection - Business owners sometimes encounter unpaid receivables. Sometimes the debtor appears to have
no good reason for refusing to pay.

Guarding Against Identity Theft - For those who might not have seen the item floating around the internet called "An Attorney's Advice," we
thought it was good enough to paraphrase.

New Hampshire Wage Claims - As an employer in New Hampshire, you are subject to Wage and Hour Laws that are administered by the NH
Department of Labor.

Labor Law: Changes in Overtime Rules - The US Department Of Labor expects to issue new rules by March 31 that will substantially redefine
which workers may be entitled to overtime pay under the Fair Labor Standards Act (FLSA).

The Protected Paycheck - Employers occasionally run into a jam when an employee owes money to the company.

LLC Asset Protection - The limited liability company (LLC) has an asset-protection feature that distinguishes it from the corporation.

The Equity Court - Once upon a time, long ago in a land across the sea (Merry Olde England), there were two courts, the law court and the
equity court.

Discovery Depositions - Cases in court often involve depositions. These are in-person interviews, under oath, in the presence of a stenographer
who is taking everything down.

Shareholder Agreements - Any business owned by more than one person has ownership shares. This is true whether the business is a
corporation, limited liability company (LLC) or even a partnership.

ASSET PROTECTION VEHICLES - A revocable living trust can help avoid probate, but it is usually not useful for protecting assets from creditors.

Employer Posting Requirements - All employers must meet two sets of posting requirements, Federal and State.

Corporate Divorce - Sometimes business partnerships do not work out.

Damages - In civil or commercial litigation, there are usually two main areas of proof: liability and damages.

Be Sure You Own Your Website - Many companies sign up with a website designer to create a company website.

DISCOVERY METHODS IN LITIGATION - After a lawsuit is filed, the parties have an opportunity to find out what each other's case is about
through a process called discovery.

Shareholder Buyouts - Whether a company is a corporation or a limited liability company (LLC), there may come a time when one of the
stockholders or shareholders decides to leave the company.

Real Estate Purchase and Sale (P&S) Agreements - When buying real estate, whether commercial or residential, one of the most important
documents in your transaction is the purchase and sale (P&S) agreement.

Document Retention: Is It a Problem? - It can be. Anything and everything that is written by employees can someday be used as evidence in
a lawsuit.

The Holding Company - Sometimes business owners will form another business entity, such as a corporation or a limited liability company
(LLC), just to hold things.

DIGITAL SIGNATURES - The New Hampshire Digital Signature Act became law in 1997. RSA 294-D has two purposes:

Rewarding Valuable Employees with Incentives - "Many companies realize that their employees are their most important assets. Many use
several forms of incentives to attract, retain and reward employees for their participation and commitment to the success of the company."

Is it legal? - "In the real world, there is often a big difference between the legal and the practical. That gap is often as wide as the gap between
human nature and common sense. Technically, a proposed solution might be perfectly legal, but it might not make sense as a practical matter."

Electronic Mail and E-Rules for Business - "Nowadays, electronic mail (e-mail) is everywhere. Companies of all sizes use it for everything from
routine communications to major transactions. Employees also have embraced the technology. They regularly exchange personal
correspondence and work-related information with coworkers, associates, friends, and family. Companies need to be concerned about how their
e-mail systems are being used and the content of e-mail."

Employers - Protect Yourselves with Records - "Your employees are "at will." Their employment can be terminated at any time for any reason
or no reason. You have plenty of good reason for terminating one particular employee - we will call him Joe. Joe has no apparent initiative or
motivation. He wastes time. He makes poor a appearance to your customers. And Joe is insuborninate. You decide to let him go."

Get It In Writing - "If it ain't in writing, it's not worth the paper it's not written on." This might be said of any verbal agreement after the deal has
gone sour. Although verbal agreements can be enforceable, it is almost always better to get it in writing.

Prevention Is Better Than Cure - Some optimistic entrepreneurs bought a small business. They did not think they needed a lawyer for the
purchase and sale agreement. After the closing, they found out the business was not as great as the seller said it was. When they came to see
us later, it cost more to fix the problem than it would have to avoid or prevent it.

Protect Your Business Name Even Before You Begin Using It - Your soon-to-be business name (trade name) is the name you will use to
identify your company or product. In this age of electronic commerce it is important that, as soon as you've decided on a trade name or
trademark, you should move to protect it.

How To Attract and Keep Valuable Employees - Growing companies need incentives to attract and keep valuable employees. The smaller the
entrepreneurial company, the more important is each individual employee. Unfortunately, the entrepreneurial status of the company also means
less job security and, usually, lower salaries. There are various options that a young, growing company can utilize to offset these hiring
disadvantages.

Choosing a Name
- Choosing a name for your business or product sounds easy. It's not. The hard part is being creative. Most people want to use a name that
describes their product or business. That can lead to difficulties. Often, a "merely descriptive" name is already taken. If the name is available, you
might have trouble stopping others from using it. Merely descriptive trade names or trademarks ("marks") are hard to defend. You're not allowed to
tie up the language with a monopoly on a generic word or a merely descriptive mark.

Your Company's Pension Plan Contributions - If your company has a 401(k) plan for its employees, or other pension or profit sharing plan,
here's a tip: be sure to deposit your employees' payroll deductions into the plan. Do not fall into the hidden trap of leaving the 401(k) payroll
withholdings in your operating account to use for other more pressing expenses, such as payroll and supplies. If the money is not timely
deposited, you could face criminal charges.

Sexual Harassment in the Work Place - What is sexual harassment? Sexual harassment is any unwelcome sexual advance, request for
sexual favors, or other verbal or physical conduct of a sexual nature that causes a person to feel that submission to the conduct is necessary to
keep a job, get a raise or be promoted. Conduct may also be deemed sexual harassment if it interferes with a person's work performance or
creates an intimidating, hostile or offensive working environment.

Negotiations - Every day, all day, we are negotiating. Whether it is working out where to go for lunch or settling nasty litigation, the same basic
principles apply. These principles have been studied extensively, and are aptly distilled in a good book, Getting to Yes, by Fisher and Ury of the
Harvard Negotiation Project. You can negotiate agreement without giving in. Get this book.

Independent Contractor or Employee: Trouble in Your Business? - Treating workers as independent contractors instead of employees is
very attractive to many employers - and to many workers. It cuts paperwork and cost. But the government does not like it and this could spell
trouble for the employer.

New Hampshire "Lemon Law" - Have you or someone you know recently purchased or leased a car, truck or minivan that keeps breaking
down? Is the same part breaking over and over?

Family Medical Leave Act - The Family Medical Leave Act was enacted in 1993 to balance the demands of the workplace with the needs of
families. It provides eligible employees with a total of 12 workweeks of leave during any 12 month period for the following reasons:

How to Deal with Bureaucrats to Get What You Need! - Bureaucrats can be challenging. We often encounter this basic maxim of
bureaucratic authority: "The bureaucrat does not have enough authority to say yes. He only has enough authority to say no." A related corollary
is the "unfortunate precedent syndrome." "If I allow this for you, I'll have to allow it for everyone." Therefore, obviously, the answer is "no." Given all
that, let's see what you can do. Maybe you can fight City Hall.

Is Your Sales Contract Complete? - Your sales contract might not be complete if it does not provide for protection of your receivables. People
who buy your goods and services are expected to pay for them. Sometimes they don't pay. They keep you waiting. Sometimes you have to go
after them. Who will cover your costs in collection? It should not be you. It should be the debtor who is holding onto your money.

Mechanic's Liens and Attachments - Your business probably involves providing goods or services to consumers at your location or theirs. If
your customer does not pay the bill, you may need to consider a mechanic's lien attachment on their property. This is particularly prevalent in
construction cases or automotive repair, but the same principles can apply in many other kinds of cases.

Offensive Conduct in the Workplace: What Should the Employer Do? - Complaints to the NH Human Rights Commission and the federal
Equal Employment Opportunities Commission (EEOC) are reportedly at an all-time high. Sexual harassment and racial or other discrimination
are not the only forms of offensive conduct found in the workplace. All sorts of insults, even "joking around," can be extremely troublesome among
sensitive co-workers. Employers need to be decisive and clear in their response to these workplace issues, or face potentially nasty
consequences. Prevention is better than cure.

The Limited Liability Company - What's So Great About It? - The Limited Liability Company (LLC) format has grown quite popular in its
short, three-year existence here in New Hampshire. More and more, we see "LLC" after the business name instead of "Inc." Why? It has mainly
to do with tax, but there is a good dose of administrative flexibility thrown into the mix of attractions.

What's in a Name?- Your company's name is very important. Besides the name being the first thing customers see about you, it also
represents an investment in signs, advertising and stationery. You don't want to find out later that your investment is lost because someone else
already has your name or a confusingly similar name.

Buying or Selling a Business - Entrepreneurs might find themselves buying or selling a business. If the business is a corporation, the owner
could sell either the corporate stock or all of the assets. Usually, the Buyer prefers to buy the assets, not the stock. Buying a corporation's stock
means Buyer gets the liabilities together with the assets. Most buyers do not want the liabilities.

Independent Contractor or Employee: What the IRS calls it IS important!!! - An IRS determination that the "associate" you call an
"independent contractor" is really an employee could have serious tax ramifications to your company.

Financial Statements: Did you know NH law requires a corporation to furnish annual financial statements to its shareholders. - New
Hampshire law requires that a corporation furnish its shareholders with annual financial statements. These include a balance sheet as of the end
of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information
appears elsewhere in the financial statements. If the corporation's financial statements are usually prepared on the basis of generally accepted
accounting principles (GAAP), the annual financial statements must also be prepared on that basis.

So You Want to Start a Business? How Should You Operate? - One of the concerns of every entrepreneur when starting a business is how
the new business should be organized. In New Hampshire, you may operate a business as a sole proprietorship, a partnership, a limited
partnership, a corporation (C or S), or as a limited liability company (the newest form under New Hampshire law). The one you choose will affect
not only how the revenues are treated by the IRS but also whether you are personally liable for the debts and obligations of the business. The
following is a brief description of the different forms of business organization.