Business Formation & Planning

What You Must Know Before Relocating Your Limited Liability Company to Tennessee

May 18, 2022 | by Cole Law Group, PC

The number of new Tennessee businesses has grown year-over-year every quarter for ten (10) Years.^[i] Tennessee remains an attractive location for business owners. I often consult with clients about moving their businesses from Florida, California, or other states to Tennessee. Unfortunately, this is not a simple process and business owners should carefully consider their options before making this important decision. Generally, the business owner moving a limited liability company to Tennessee has two (2) options.

Domesticate your business within the State of Tennessee. This process occurs when an out of state limited liability company registers as a ”foreign” business entity within the State of Tennessee. This can be a relatively simple process that only requires business owners to obtain a Certificate of Good Standing from their current state and subsequently file a registration form in Tennessee. Oftentimes, business owners do not prefer this option because it means that the limited liability company remains a company of the former state. For example, a California Limited Liability Company would remain a California Limited Liability company, only it would then be properly registered to conduct business in Tennessee. However, registering as a foreign business entity within the State of Tennessee means the company can still be subjected to administrative fees associated with business entities, taxation,^[ii] and potential litigation in its former state.
Register a new limited liability company in Tennessee. Business owners can easily incorporate a new Tennessee limited liability company and either keep their previous limited liability company active in their former state or choose to dissolve it. Clients are often able to keep their same business name and dissolve their business operations in one state and resume their operations in Tennessee. Business owners tend to prefer this method because it allows them to formally become a Tennessee Limited liability company and not just an out of state company registered to conduct business in Tennessee. Once a party has decided to dissolve their former company and reincorporate a new LLC, they should also make sure that all previous assets, such as real estate, intellectual property, and bank accounts are properly updated to reflect the new business entity.

“Working from Home” the Nashville Way

March 21, 2022 | by Cole Law Group, PC

Is Operating a Business Out of Your Home Illegal in Nashville?

With over 1,600 home-based businesses operating in the city of Nashville, Tennessee, could it be true that many of them are illegal?¹ Section 17.16.250 of Title 17 of the Metropolitan Code of Laws that governs residential zoning ordinances contains a provision regarding “home occupations”.² The term home occupations refers to the practice of individuals operating small businesses from their residential homes. The provision prohibits the home occupations, or home businesses, from performing services for customers on their residential property. For many home businesses, customers and customer interaction are the sole source of profit. In “Music City,” a community full of artists, musicians, and other creative professionals, this ordinance presents several problems for those wanting to teach music and art or even to create music and art with other professionals in the industry.

This exact zoning ordinance presented an issue for a local Nashville music producer, Lij Shaw. Since 2015, Mr. Shaw has been in a battle with the City of Nashville to shut down the prosperous music studio located in his residential home. Mr. Shaw first received a letter from the city demanding his home music studio be closed and no longer open for business. Two years later, Mr. Shaw partnered with Pat Raynor, an individual running a hair salon out of her home and protested the residential zoning ordinance in court. The legal battle between Mr. Shaw and the City of Nashville was recently heard by the Supreme Court of Tennessee. The decision of the Supreme Court of Tennessee will not be released for several months.

TENNESSEE’S NEW COVID-19 LAW AND ITS IMPACT ON ENFORCEMENT OF MANDATES

March 14, 2022 | by Andy Goldstein

On November 12, 2021, Tennessee Governor Bill Lee signed a new law addressing several issues related to the response to the 2019 Novel Coronavirus, SARS-CoV-2, coronavirus disease (COVID-19), and COVID-19 vaccinations. The new law became effective immediately upon being signed by Gov. Lee on November 12, 2021. Among other things, the new law significantly curtails the government’s ability to impose mask mandates and prohibits the government and most private businesses from compelling individuals from providing proof of vaccination if the person objects to receiving a COVID-19 vaccine for any reason. This article discusses some of the important changes the new law brings to public policy surrounding the response to the COVID-19 pandemic throughout Tennessee.

At the outset, some of the most significant changes brought about by the new law concern restrictions on the ability of government and private businesses to require individuals to provide proof of having received a COVID-19 vaccination. Specifically, the new law states that “[a] private business, governmental entity, school, or local education agency shall not compel or otherwise take an adverse action against a person to compel the person to provide proof of vaccination if the person objects to receiving a COVID-19 vaccine for any reason.”¹ Importantly, the new law contains a broad definition of “private business,” and includes individuals, sole proprietorships, corporations, limited liability companies, partnerships, trusts, associations, and non-profit entities.² In addition, the new law contains a broad definition of “adverse action,” and includes discrimination “against a person by denying the person employment, privileges, credit, insurance, access, products, services, or other benefits.”³ As a result, under the new law, most private businesses and governmental entities in Tennessee are prohibited from requiring any individual from providing proof of vaccination in the event the person objects to receiving a COVID-19 vaccine for any reason, and this prohibition is applicable to employees, customers, or just about any individual who accesses products or services of a private business or covered governmental entity.

Nevertheless, the new law does contain several important exceptions to the general prohibition of requiring proof of having received a COVID-19 vaccination. The new law does not prevent the implementation of COVID-19 vaccine mandates for Medicare and Medicaid providers, or assisted-care living facilities, federal government contractors or subcontractors, schools, or employers that submit notice in writing to the comptroller of the treasury that compliance with the new law would result in a loss of federal funding.⁴ Moreover, the new law does not prohibit “a place of entertainment” in Tennessee from requiring proof of a negative COVID-19 test in order to gain admission, or to allow a person to voluntarily provide proof of vaccination or proof of COVID-19 antibodies in lieu of presenting a negative COVID-19 test in order to gain admission to a “place of entertainment.”⁵

Know the 3 Main Types of Intellectual Property Protection

December 26, 2017 | by Cole Law Group, PC

When you have a great new idea for your business, you should take the steps to protect it from theft. There are too many competitors who would leap at the opportunity to snatch a great idea from another inventor. Inventors must take the initiative to safeguard their intellectual property.

Figuring out how to adequately protect your intellectual property can be a daunting process. The best place to start is to understand the three major types of intellectual property protection. Read on to learn whether these forms of legal protection may be right for your invention.

1. Patents

Do You Have What It Takes to Be an Entrepreneur?

November 13, 2017 | by Cole Law Group, PC

Many people will attempt to form startups, but only a few will succeed. When it comes to business formation, there is sometimes an intangible factor that can contribute to success or failure: Entrepreneurship. Sometimes the risk factors that come with forming a startup can be mitigated only by a great entrepreneur.

The founder of a startup must act not only as the business owner, but as an innovator. Not everyone can have this talent. So how can you tell whether you have what it takes? Read on to see whether entrepreneurship is right for you.

You’re a self-starter

U.S. Copyright Law Digital Takedown And Notice Procedures: Are They Effective And Fair?

March 3, 2017 | by Cole Law Group, PC

In a five-minute video appeal posted February 21 and available for viewing at https://vimeo.com/204940925/ce417a2098, Nashville music producer T Bone Burnett recently urged the U. S. Copyright Office to close safe harbor loopholes in Section 512 of the Digital Millennium Copyright Act. Current provisions in the DCMA require that music creators identify and request removal of pirated material from internet search engines and video services. A multitude of prominent artists including Sir Paul McCartney, Lionel Richie, Taylor Swift and Steven Tyler have previously called for copyright reform. The U.S. House Judiciary Committee will consider more stringent copyright legislation later this year.

Introduction

A current dispute in copyright law for which public policy does not offer a simple solution is: who should be responsible for finding copyright infringing material on the Internet and enforcing the DMCA takedown provisions? This question is one of incentives, deterrence, and safe harbors as the DMCA has been written by Congress and interpreted by courts. The Copyright Office was recently accepting public comments on Section 512 of the Copyright Act which is likely what spurred T Bone’s recent remarks. T Bone’s remarks show that many individuals such as musicians and other creators of copyrightable content are not satisfied with the current system. T Bone wants changes in the statute to put more of the onus on internet service providers such as Google, YouTube, Facebook, and other providers of online user uploaded content. He believes that the current system of internet service monopolies acting within the safe harbor of the DMCA allows companies like Google to pay artificially low royalty fees to artists. The current system incentivizes copyright owners to patrol the Internet in a perpetual game of whack-a-mole to find infringing works, then notify the internet service of the infringing content through a takedown notice.