Questions

Yes.

Effective Jan. 1, 2026, Minnesota's Paid Medical Leave (PML)

Starting January 1, 2026, Minnesota’s Paid Leave program provides eligible workers with job-protected, partially paid time off for serious medical conditions, family care, bonding with a new child, or safety reasons. Administered by DEED, it offers up to 12-20 weeks of benefits, funded by employee/employer premiums. 

Key Details of MN Paid Leave

Duration: Up to 12 weeks for a single qualifying event (e.g., medical or bonding), with a maximum of 20 weeks total in a year if combining medical and family leave.

Coverage: Provides partial wage replacement, with higher percentages for lower-wage earners (up to 90% of wages for lower earners, scaling down).

Eligibility: Employees must work at least 50% of their time in Minnesota and have a certified, qualifying life event. Job protection requires working for the employer for at least 90 days.

Qualifying Events:

     Medical Leave: Own serious health condition, including pregnancy or surgery.

     Family Leave: Caring for a family member with a serious health condition or bonding with a new child (birth, adoption, foster).

     Safety Leave: Needs related to domestic abuse, sexual assault, or stalking.

     Military Family Leave: Supporting a family member on active duty.

Intermittent Leave: Employees can take leave in non-continuous blocks of time, with employers defining the minimum block, from one minute to one day.

Funding: The program is funded by a payroll premium (split between employer and employee). 

Effective Jan. 1, 2024, Minnesota’s Earned Sick and Safe Time (ESST) law requires employers to provide paid leave to employees who work in the state. 

Sick and safe time is paid leave employers must provide to employees in Minnesota that can be used for certain reasons, including when an employee is sick, to care for a sick family member or to seek assistance if an employee or their family member has experienced domestic abuse.

An employee is eligible for sick and safe time if they:

• work at least 80 hours in a year for an employer in Minnesota; and
• are not an independent contractor.

Temporary and part-time employees are eligible for sick and safe time. Sick and safe time requirements will not apply to building and construction industry employees who are represented by a building and construction trades labor organization if a valid waiver of these requirements is provided in a collective bargaining agreement.

Review the Minnesota Dept. of Labor & Industry (DLI) Earned Sick and Safe Time (ESST) information.

The Office of Cannabis Management (OCM) process for general licenses will be announced soon. In the meantime, OCM recommends preparing a proposed business plan, security plan, and business capitalization table, as well as standard operating procedures for: quality assurance; inventory control, storage, and diversion prevention; and accounting and tax compliance. See General Licenses.

The new law in Minnesota requires any business that sells hemp-derived cannabinoid products directly to consumers register with the Office of Cannabis Management (OCM) before selling any hemp-derived cannabinoid products. This includes establishments that sell THC beverages as well as out-of-state businesses that sell online to Minnesota customers. Refer to the OCM information Hemp-Derived Cannabinoid Products for the online registration form. There is no charge to register.

A separate licensing process will be available in the future and will be announced when it is available.

Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.

The Corporate Transparency Act (CTA) is a federal law originally designed to combat financial crimes—like money laundering and terrorist financing—by requiring businesses to disclose who actually owns or controls them.   

Current Status - 2026 

Following an interim final rule issued by the Financial Crimes Enforcement Network (FinCEN) in March 2025:   

Domestic U.S. Companies are EXEMPT: All entities created within the United States (corporations, LLCs, etc.) and U.S. citizens are currently exempt from reporting.   

Foreign Companies Only: Reporting requirements now apply almost exclusively to foreign entities that have registered to do business in a U.S. state or Tribal jurisdiction.

U.S. Persons Protected: Even when a foreign company must report, it does not have to disclose information about U.S. persons who may be beneficial owners.

What is BOI Reporting?

Beneficial Ownership Information (BOI) refers to identifying data about the individuals who "beneficially own" or "substantially control" a company.   

For those few entities still required to report, the information includes:

Company Info: Legal name, trade names (DBAs), U.S. address, and Taxpayer Identification Number (TIN).   

Owner Info: Full legal name, date of birth, residential address, and an image of a government-issued ID (like a passport or driver’s license).   

Effective January 1, 2026, Minnesota's minimum-wage rates will increase to $11.41 an hour for all employers, regardless of their size.

Some local cities like Minneapolis and St. Paul have rates different from the state minimum wage rate.

Federal law requires that every employer* who recruits, refers for a fee, or hires an individual for employment in the U.S. must complete Form I-9, Employment Eligibility Verification. Form I-9 will help you verify an employee's identity and employment authorization. Review the I-9 Central site.

Temporary Protected Status (TPS) for Ukraine Extended for 18 Months; Certain EADs Automatically Extended Through April 19, 2026

January 17, 2025
The Department of Homeland Security extended Temporary Protected Status (TPS) for Ukraine from April 20, 2025, through Oct. 19, 2026. Given the time frames for processing TPS re-registration and Employment Authorization Document (EAD) renewal applications, USCIS has automatically extended through April 19, 2026, the validity of certain EADs with a Card Expires date of April 19, 2025, or Oct. 19, 2023, issued under the TPS designation for Ukraine.

More specific information may be found at  Completing a Form I-9. Resources are found at Form I-9 Resources.

ESG refers to the Environmental, Social, and Governance results of business actions. The Securities and Exchange Commission has proposed regulations requiring large publicly traded companies to disclose and explain their affirmative ESG efforts and anticipated outcomes in the regular reports that the companies file with the SEC. There has been passing reference among small businesses that they might seek to build ESG into loan applications, securities offerings, and marketing materials to make the public aware of these efforts; but there is no requirement. There has also grown up some opposition to requiring publicly traded companies to build out ESG activities and report on them on the basis that such long term and uncertain efforts can be violations of mangers’ and directors’ fiduciary duties to the company by diverting resources into ESG rather than directing them to immediate shareholder value. There are also private organizations that give ESG ratings to companies that investors seeking to invest in ESG companies can use in making investment decisions.

Yes. The fair market value of the crypto constitutes taxable wages and is reported by the employer on Form W-2. The fair market value of crypto listed on an exchange with the value determined by supply and demand is arrived at by converting the crypto to U.S. dollars at the exchange rate on the date of payment.

The Employee Retention Credit (ERC) was a refundable payroll tax credit during the COVID-19 period (wages in 2020 and 2021). Eligible businesses can receive up to $26,000 per employee. Born out of the same CARES Act as PPP, its aim is to provide economic relief for small and medium businesses who retained employees during the COVID-19 pandemic. Initially, eligible employers could only take either PPP, or ERC. In 2021, as part of the Consolidated Appropriations Act, Congress amended this provision, allowing businesses to apply for both.

The credit was retroactively terminated for most employers as of late 2021, and no new ERC claims can be filed now.

The statute of limitations for filing amended returns (Form 941-X) to claim the credit generally ended in 2025, so virtually all eligibility windows have closed under IRS rules.

IRS Processing & Backlog
Because of widespread improper and questionable ERC claims, the IRS instituted a moratorium on processing certain ERC claims, especially those filed after mid-2023, to focus on fraud screening and risk review.

The IRS continues to review and resolve claims already submitted, with some being approved, denied, withdrawn, or audited over time.

Most Claims Now Closed or Under Exam/Appeal
As of very recently, the IRS has closed nearly all outstanding ERC claims, except for around 41,000 claims that are still under examination or in appeals.

— That suggests the backlog has been largely addressed and most eligible refunds have been or will be finalized.

If You Already Filed a Claim
Claims filed on time and deemed valid could still result in refunds or notices of disallowance.

If the IRS disallowed your claim, you have options such as appealing the denial or filing a lawsuit within statutory deadlines.

General Guidance
The ERC is no longer accepting new claims. The IRS is in a closeout/review phase focused on resolving pending matters (payments, denials, appeals).
Most claims submitted before late 2023 have been processed or are in advanced stages.

Yes. The California Privacy Rights Act (CPRA) and other new state data privacy laws were set to take effect in 2026. Take a look at our publication A Legal Guide to Privacy and Data Security 2026, authored by the law firm of Lathrop GPM.

No. The federal corporate income tax remains at 21%. The Inflation Reduction Act created a new 15% corporate alternative minimum tax on corporations with revenues of $1 billion or more. Congress chose to do this rather than eliminate or reduce various credits and tax strategies in the Internal Revenue Code.

Joint venture agreement are used when two more business entities or individuals enter into a temporary business relationship (joint venture) for the purpose of achieving a mutual goal, where they will each share the risks and rewards. It allows each business to grow without looking for outside funding. Other reasons businesses may enter into a joint venture relationship could be to gain access to wider markets, more financial and technical resources, share resources such as greater expertise and skills, fund the growth of another business, develop new products or services, or diversify. A joint venture agreement sets out the terms and obligations of the members of the joint venture.

If you buy or acquire a business, or the stock of goods of a business, you are a successor. Successors must notify the Minnesota Department of Revenue before the transfer takes place. If the seller does not notify Revenue, it may make the buyer of the business liable for tax debts or other debts Revenue is collecting from the business.

The business buyer must search for undisclosed tax liens before completing a purchase agreement. This will reveal any undisclosed tax obligations for the business the buyer intends to purchase. The law is in place to protect a buyer. (See Minn. Stat. 270C.57)

Detailed information is available on the Revenue website at Successor Liability.

Yes. Partnerships, and S Corporations taxed like partnerships, have an informational return to file with the IRS. See Below:

A partnership files Form 1065, U.S. Return of Partnership Income, which is an information return; the partnership itself generally does not pay federal income tax. Partners receive Schedule K‑1 (Form 1065) showing their share of income, deductions, credits, and other items, and they report these on Schedule E (Form 1040), Supplemental Income and Loss and, if applicable, other schedules attached to their Form 1040. Partners with net self‑employment income use Schedule SE, (Form 1040), Self-Employment Tax to compute self‑employment tax.

​A married couple that jointly operates an unincorporated business and files a joint federal return may elect to be treated as a qualified joint venture instead of a partnership if they are the only owners and both materially participate. This election carries over to the Minnesota return.

New employees, and existing employees who wish to change their income tax withholding, generally may older versions . Here is the 2026 Form W-4, Employee’s Withholding Certificate. Review the IRS information, About Form W-4, Employee's Withholding Certificate.

Certificates of Assumed Name, sometimes referred to as DBAs, and trademarks are two very different things and serve two completely different purposes. An assumed name allows you to do business using a fictitious name, which is any name other than your legal name or your legal corporate name. A trademark, on the other hand, is a type of intellectual property registration that protects your business's Branding. Though similar, there are major differences between the two.

Registering an assumed name is simpler than registering a trademark. Registering an assumed name in Minnesota is as simple as performing a name search, filling out a form, publishing a notice and paying a fee. The process for registering an assumed name is pretty straightforward whereas the trademark application process is more extensive, more expensive and can take many months to process.

An assumed name is cheaper than a trademark because it ultimately offer less protection in terms of location and all that is protected.

Assumed names only protect on a state level. Since everything is done at the state level for an assumed name, that's as high as the protection goes. Minnesota has laws preventing businesses from registering names that are too similar to another assumed name. However, if a business has the same name as you in another state there's probably nothing you can do.

A trademark offers more protection than an assumed name. Where an assumed name only reaches to the state level, a trademark is yours to use on a national level. However another trademark can use the same words as yours as long as the font and color or different, or a different image is used.

A trademark is your legal property. By registering your trademark, you have exclusive rights to use it. No one else can infringe on that right. When you register a trademark, it becomes your business's property and your business's property alone.

Where an assumed name only covers the use of a name, the trademark can be registered for different parts of your company's branding.

Trademarks have inherent value.

Both assumed names and trademarks keep other businesses from using your business name. The important thing to remember is they both do the same job. It's the amount of protection, what is being protected, and the process and cost the differ.

An operating agreement is an internal document that defines internal operating procedures and how the business owners (members) professionally relate to each other in terms of management and operations, whereas the articles of incorporation is a formal document that legally establishes a business as a corporation. Together those documents help to make up the legal framework of the Organization.

Operating agreements and articles of incorporation also differ based on legal structure, application, state requirements, tax outcomes and rigidity. Operating documents are less formal and easier to amend to.

Articles of incorporation are filed as of the date of creation and often not updated to include include shareholder information, profit distribution methods or ongoing business relations, whereas operating agreements can be more easily adjusted to stay correct within the current state of operations.

Although they serve a similar purpose, operating agreements differ slightly from a company's bylaws. Operating agreements tend to outline items in greater detail than the bylaws of a corporation would.

With corporations, it is common to have additional agreements created, often referred to as a shareholders agreement, which outlines in greater detail the information that would typically be contained inside an operating agreement.

An operating agreement is an internal document that outlines business owner relationships, and articles of incorporation legally define a business as a corporation within the state.

"Startup expenditures" are defined in the Internal Revenue Code [Section 195(c)] as amounts paid or incurred in connection with investigating the creation or acquisition of a business (for example, market studies) or with the actual creation of the business (for example legal fees or state filing costs).

No deduction is allowed for such expenditures unless the business files an election, at the time of filing its first year’s income tax return, in which case the business is allowed a deduction that first year for the lesser of $5,000 or $5,000 reduced by the amount that the expenditure exceeds $50,000. The remainder of any startup expenditures can be claimed as deductions ratably over the 180 month period that begins with the month in which the business begins active operation.

Expenditures that are "ordinary and necessary" in carrying on a trade or business are deductible in the tax year in which they were incurred. [Section 162] These expenditures can include cost of goods, management salaries, cost of labor, property rentals, supplies, advertising, and insurance.

For additional information on these questions refer to the IRS information Guide to Business Expense Resources and Publication 535 Business Expenses.

A loan covenant is an agreement stipulating the terms and conditions of loan policies between a borrower and lender. The agreement gives lenders leeway in providing loans while still protecting their lending position. Similarly, due to the transparency of the regulations borrowers get clear expectations of the lenders.

In loan covenants, two commonly known types of agreements are affirmative loan covenants and negative loan covenants.

Th affirmative covenants are things that a small business or borrower must do while it is paying the business loan. Examples of affirmative covenants are very basic- Meet financial obligations, pay taxes, and maintain a positive cash flow. Other possible affirmative covenants are to maintain business insurance, maintain collateral, and accurate recordkeeping.

The bank may also ask the small business to maintain certain levels of particular financial ratios. Examples of financial ratios the banks may watch are the debt to equity ratio, the debt to asset ratio, and the company's net working capital.

Restrictive or negative loan covenants limit the borrowers behavior in favor of the bank. In other words the small business borrowing the money has to refrain from taking specific actions. The most common negative covenant requires the company not to borrow any money.

Companies the banks considered high risk will have more restrictive covenants. Companies the banks consider to be lower risk will have fewer restrictive covenants. The risk is determined on a number of factors by the bank such as financial statements, cash flow, collateral, business insurance, and the business plan.

"Loan Documentation: An Introduction for Small Businesses" provides a primer on the need for and uses of many of the terms and covenants used in commercial transactions. It is available for download on DEED's website at Publications.