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About A. Hall, Minnesota Attorney
Expertise
As a licensed Minnesota attorney, I can answer questions involving Minnesota law in the following areas: business ownership issues, forming a business, contracts, employment, securities, copyrights, trademarks, patents, licensing, trade secrets, unfair trade practices, shareholder disputes, tax law, M&A, corporate law, general business law, and resolving disputes through negotiation, arbitration, or litigation. I can provide general information for these topics in geographic locations outside Minnesota.

Experience
Aaron Hall is a licensed attorney, admitted to practice law in Minnesota state courts and the U.S. Federal District Court in Minnesota. Aaron Hall's experience includes service at the law firms of Fredrikson & Byron, Morrison Fenske & Sund, Foley & Mansfield, and Henningson & Snoxell. Aaron Hall also served as a judicial extern under the Honorable Paul A. Magnuson, United States District Court Judge, and as an adjunct professor at Concordia University teaching Introduction to Business Law, Business Law for Marketing Professionals, and Internet Law for Marketing Professionals courses. Aaron served in a variety of appointed positions for city, county, and state government entities, including the Burnsville City Board of Appeals, the 35W Solutions Alliance, the Minnesota Department of Revenue Property Tax Assessment and Classification Reform Study Group, and the Heart of the City Steering Committee. In 2007, the Minnesota Justice Foundation recognized Aaron for providing over 200 hours of pro bono legal services during the year.

Organizations
American Bar Association Minnesota Bar Association Hennepin County Bar Association Minnesota Small Business

Publications
Associated Press, Star Tribune, Pioneer Press, Duluth News Tribune, William Mitchell Law Review

Education/Credentials
Aaron was awarded his Juris Doctor degree cum laude from William Mitchell College of Law, where he served on the William Mitchell Law Review. He was recognized on the Deans List for outstanding academics and received the CALI Awards of Excellence in Corporations and Alternative Dispute Resolutions courses. Aaron served as President of the Business Law Society and coordinated the establishment of the Corporate Appellate Law Moot Court. He was awarded his Bachelor of Arts degree in Marketing Management and Innovation summa cum laude from Concordia University in St. Paul, Minnesota.

Awards and Honors
Ten Outstanding Minnesotans, Minnesota Jaycees

 
   

You are here:  Experts > Business > Corporate Law > Small Business/Contracts Law > LLC Liability - piercing the veil

Small Business/Contracts Law - LLC Liability - piercing the veil


Expert: A. Hall, Minnesota Attorney - 10/24/2008

Question
I set up an LLC to operate a Franchise restaurant.  It has lost money since opening, but I kept it open by loaning the LLC money monthly after cash ran out.  With the economy, the loses are to the point I would like to close.  I set up the single member LLC myself.  It has a separate checking account, employer ID, etc., and we have used to LLC name to set up accounts with vendors and landlords, but have not held or documented regular meetings.  While most personal vs LLC cash was kept separate, I did take out several personal loans to finance the start-up that the LLC makes payments on.  Also have used the LLC credit card to pay some personal items, though these have all been document as repayment of loans.  The LLC has a lease that I did not guarantee.  If I dissolve the LLC, do I run the risk the landlord would successfully "pierce the veil"?

Answer
To answer your question, yes, you are exposed to some risk. However, piercing the veil is difficult to predict. Some judges won't pierce the veil when it seems they should, and others pierce the veil when it seems they shouldn't. Only a business lawyer with experience in this area in your state, could give you odds for your situation.

Piercing the veil involves a judge balancing many factors. There is a good list of those factors here: http://en.wikipedia.org/wiki/Piercing_the_corporate_veil.

Another factor is the cost the landlord would have in litigating the lease. It may not be worth the legal fees for the landlord to litigate and have to prove you pierced the veil.

I suggest talking with an attorney in your state.

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