Brown Borkowski & Morrow Brown Borkowski & Morrow 2026-07-02T09:36:18Z https://www.bbmlawpc.com/feed/atom/ WordPress /wp-content/uploads/sites/1604931/2022/01/cropped-site-icon-brown-32x32.png On Behalf of Brown Borkowski & Morrow <![CDATA[3 legal mistakes to avoid when you start a business]]> https://www.bbmlawpc.com/?p=54150 2026-06-29T09:37:47Z 2026-07-02T09:36:18Z Selecting the wrong business structure Many founders pick a business type without looking at long-term tax rules or financial risks. For example, a sole proprietorship does not separate your personal cash from your business debts. If a vendor takes you to court, your personal bank accounts are at risk. Michigan law shows that a proper entity setup limits corporate liability for business owners. However, a corporate structure does not protect you from everything: you can still face personal liability if you sign a personal debt guarantee, commit fraud or mix business money with personal cash.

Failing to draft formal partnership contracts

Handshake agreements between partners often cause major confusion later. You must put your business roles, cash contributions and exit plans in writing from day one. Clear corporate papers give you a clear roadmap during tough changes:
  • Operating agreements for limited liability companies
  • Shareholder agreements for corporations
  • Buy-sell rules for partner departures
A written contract sets the rules for transferring assets if a partner leaves. Business owners who rely only on verbal promises often lose control of their companies.

Using generic internet forms for corporate governance

Using cheap online templates can cause expensive court battles later. This is because automated web forms fail to address your unique business goals or protect your specific ideas. Generic paperwork creates weak spots for your company:
  • Flawed rules for moving assets
  • Weak liability protection phrases
  • Incorrect corporate voting forms
Working with a lawyer ensures your paperwork matches Michigan state rules.

Start your business with confidence

Local proximity is helpful, but legal precision is what actually protects your equity. Speaking with a Michigan business attorney is a proactive step to secure your commercial investments from day one.  ]]> On Behalf of Brown Borkowski & Morrow <![CDATA[3 estate planning documents new parents should not delay having]]> https://www.bbmlawpc.com/?p=54149 2026-06-29T09:37:35Z 2026-07-02T09:36:11Z Welcoming a child into the family often shifts priorities in unexpected ways. Parents begin thinking not only about their children's daily needs but also about their long-term security. While many people assume estate planning is something to address later in life, new parents often have some of the strongest reasons to start sooner. A few key estate planning documents can help protect children and provide stability if the unexpected occurs. Here are three key estate planning documents new parents can start with.

1. A last will and testament

A will serves as the foundation of many estate plans. For parents of minor children, one of its most important functions is naming a guardian. If both parents pass away or become unable to care for their children, a court may need to decide who will take on that responsibility. A will allows parents to express their wishes and identify someone they trust to raise their children. A will can also direct how property should pass to loved ones. However, parents should understand that some assets, including life insurance policies, retirement accounts and certain financial accounts, pass through beneficiary designations instead of a will. Reviewing and updating those designations after having children is an important part of the planning process.

2. A durable power of attorney

A durable power of attorney allows a trusted person to manage financial matters if illness or injury leaves someone unable to act on their own behalf. For growing families, this document can help ensure that mortgage payments, household expenses and other financial obligations continue without unnecessary disruption. Without a valid power of attorney, loved ones may face delays and additional legal steps before they can assist with important financial matters.

3. An advance health care directive

An advance health care directive allows individuals to document medical preferences and designate someone to make health care decisions if they cannot communicate. Parents often find comfort in knowing that a trusted person can advocate for their wishes during a medical emergency. This document can also reduce uncertainty and stress for family members faced with difficult decisions.

A strong start for a growing family

Estate planning is ultimately about more than transferring assets. For new parents, it is an opportunity to make thoughtful decisions about who will care for their children, who will manage important affairs and how financial resources will support the family in the future. Working with an attorney can help parents document those decisions clearly and develop a plan that reflects their family's long-term goals. ]]> On Behalf of Brown Borkowski & Morrow <![CDATA[3 ways to prevent family conflict when writing a will in Michigan]]> https://www.bbmlawpc.com/?p=54084 2026-05-29T14:22:04Z 2026-06-03T14:21:37Z Communicate your intentions clearly with family members Talk openly with your family. Explain your choices clearly. People accept decisions more easily when they understand them. You do not need to explain everything, but giving a reason can prevent hurt feelings later. For example, if you plan to distribute assets unequally, explaining your reasons helps you address concerns before they turn into disputes. Some families benefit from meetings where you outline your plans and answer questions in a safe, supportive environment.

Be specific and detailed in your will

Vague words in a will can cause disputes. Write your will clearly. Be specific about who gets what. Name each item and each person directly. If you have sentimental items that multiple family members might want, address these specifically rather than lumping them into broad categories.

Consider appointing a neutral personal representative

Your personal representative has an important role in your will. They manage your estate. Choosing one family member may feel unfair to others. It may help to appoint a trusted friend. Alternatively, you might consider appointing a neutral third party, such as a trusted attorney, to serve as your personal representative. A neutral personal representative can make impartial decisions without the emotional complications that family relationships bring. This approach can be particularly helpful in families where tensions already exist or when the estate involves complex assets or business interests.

Reducing conflict with strategic planning

By communicating openly, using clear language and choosing the right personal representative, you can reduce the risk of family disputes after your passing. Careful estate planning can help your loved ones understand your wishes and focus on supporting one another instead of resolving unnecessary conflicts.]]> On Behalf of Brown Borkowski & Morrow <![CDATA[Choosing the right personal representative for your will]]> https://www.bbmlawpc.com/?p=54087 2026-05-29T14:22:13Z 2026-06-03T14:21:37Z Trustworthiness and integrity Trust is the most important quality in a personal representative. This person will handle your money, records and personal papers. Choose someone who will follow the wishes in your will. Look for someone who has shown they are honest. Think about how this person has handled responsibility in the past. They should also respect other people’s property and wishes.

Organizational skills and attention to detail

A personal representative must handle many tasks at once. A personal representative has many duties, which may include:
  • Gather assets
  • Pay debts
  • File tax returns
  • Distribute your property to beneficiaries
Someone who is naturally organized and pays attention to details will be better equipped to handle these responsibilities. Think about whether your candidate keeps their own affairs in order and follows through on commitments. A person who is scattered or forgets important deadlines might struggle with the demands of handling the estate.

Financial responsibility and basic competence

Your personal representative does not need to be a financial expert, but they should have basic financial literacy and a track record of managing money responsibly. They will need to maintain estate accounts, pay bills and potentially make decisions about selling property or investments. Consider whether your potential representative manages their own finances well, pays bills on time and makes sound financial decisions.

Availability and willingness to serve

Even a qualified person may not be the right choice if they lack the time or desire to serve. Estate administration can be time-consuming, sometimes taking a year or more to complete. Consider whether your chosen person is available enough to fulfil this role. It is also wise to have a conversation with them before naming them in your will to ensure they iare willing to accept this responsibility. You may also want to consider naming an alternate representative in case your initial choice is unavailable.

Emotional stability and fairness

Finally, look for someone who can remain calm under pressure and handle family dynamics with fairness. Handling an estate can lead to difficult decisions and family conflicts. A personal representative who can stay level-headed and treat all beneficiaries fairly will help ensure the process goes smoothly and honors your intentions.

Protecting your legacy through careful consideration

Choosing the right personal representative helps protect your wishes and makes the estate administration process easier for your loved ones. Take time to evaluate each candidate carefully and choose someone who can manage the responsibilities with honesty, organization and fairness.]]> On Behalf of Brown Borkowski & Morrow <![CDATA[Buying a business: What if due diligence finds red flags?]]> https://www.bbmlawpc.com/?p=54070 2026-04-29T07:12:48Z 2026-05-04T07:11:29Z What you may uncover during due diligence Due diligence may bring facts to light that change how you view the transaction. Some concerns may be minor and relatively easy to resolve, while others may raise broader questions about the business’s valuation, management practices or future obligations. Common red flags can include:
  • Financial records that do not match earlier claims
  • Missing contracts with key customers or vendors
  • Heavy reliance on one client for income
  • Tax debt, liens or unpaid obligations
  • Pending lawsuits or payroll compliance issues
Not every red flag will affect a transaction in the same manner, degree or financial impact. Some issues may be simple to correct, while others may increase your expense, delay closing or create added risk after the sale.

When a red flag may point to a larger problem

Sometimes a red flag matters less because of the issue itself and more because of what it may indicate about the business as a whole. Poor records may point to weak management practices or limited internal controls. Missing contracts may suggest a casual approach to important business matters. Revenue tied to one customer may create serious concentration risk if that customer leaves after the sale. A closer review may show that one concern connects to broader operational or financial risks within the company.

What options you may have next

If due diligence uncovers red flags, the next step will usually depend on the seriousness of the issue and whether it can be resolved within a reasonable time. You may consider options such as:
  • Renegotiate the purchase price if the business appears less valuable than expected
  • Ask the seller to resolve the issue before closing
  • Request stronger contract protections such as escrow funds or holdbacks
  • Delay closing so you can review the problem further
  • Walk away if the risk no longer makes business sense
A red flag does not always end a transaction. In some cases, it may simply provide better information and a stronger position during negotiations.

Why timing matters

Many buyers have more flexibility before closing than after the sale is complete. While due diligence can feel tedious, this stage may create room to revisit terms, request corrections or take additional time to review new concerns. Once ownership changes hands, those same issues may become more difficult, more expensive and more disruptive to resolve.    ]]> On Behalf of Brown Borkowski & Morrow <![CDATA[5 ways to include your business in your estate plan]]> https://www.bbmlawpc.com/?p=54069 2026-04-29T07:12:37Z 2026-05-04T07:11:27Z As a business owner, you may have spent years building a business worth protecting. Now you want your children to benefit from that work one day. A standard estate plan may cover your personal assets, but it rarely accounts for an operating business. In Michigan, if you leave that gap unaddressed, you allow state default rules to determine what happens to your business interest.

What most business owners do not realize until it is too late

When you pass as a Michigan LLC owner without specific provisions in your operating agreement, the Michigan Limited Liability Company Act fills in the blanks. If you own a corporation, partnership or sole proprietorship, you face entirely different default rules under Michigan's Business Corporation Act, partnership statutes or probate laws. Those default rules do not consider whether your child is ready to step in and do not account for whether a co-owner relationship will survive. Michigan probate can also hold business assets in limbo for months, which can put real strain on customers, vendors and employees.

The tools that actually protect what you have built

A business-aware estate plan gives your family options that a standard will simply cannot. Five key tools work together to cover what a basic estate plan leaves out:
  • Create or revisit a buy-sell agreement: This document establishes what happens to your ownership stake if you can no longer run the business.
  • Place your business interest in a revocable living trust: This avoids Michigan probate and allows ownership to pass to your children without court involvement.
  • Build a formal succession plan: This addresses who runs the business, not just who owns it. For the next generation, that distinction keeps the doors open.
  • Consider gifting strategies to transfer ownership gradually: Federal gift tax rules allow you to move business interests to your children over time. Michigan has no state gift tax, which makes this a practical option.
  • Secure key person and business continuation insurance: This coverage provides financial stability if something happens to you or your partner. It can also fund a buy-sell agreement and protect your children's inheritance.
Together, these tools build a plan that reflects the business you have spent years growing.

The best time to protect your business is while it is thriving

Michigan law gives business-owning families real flexibility, but it only works when these tools connect as part of one cohesive plan. For your children, the difference between a thoughtful business estate plan and a standard will could mean inheriting a running company rather than years of legal uncertainty. The right time to address this is while the business is healthy and you still control how the story ends.]]> On Behalf of Brown Borkowski & Morrow <![CDATA[How do noncompete agreements work for Michigan business owners?]]> https://www.bbmlawpc.com/?p=54053 2026-03-31T13:15:11Z 2026-04-03T13:14:16Z You are hiring key employees who drive revenue and growth. Losing them to a competitor could put your business at risk. Noncompete agreements can help protect your clients, secret business information and daily operations. In Michigan, these agreements are mostly banned under the Michigan Mobility and Opportunity Act, but there are some exceptions. Understanding what makes a noncompete valid helps you safeguard your most important assets.

Why noncompete agreements matter for your business

Noncompetes create boundaries around sensitive client relationships and secret business information. If you meet the rules, they help protect the time and money you put into developing important skills and client relationships. They also reduce the risk that a competitor will gain an unfair advantage.  Knowing how Michigan courts look at noncompetes shows you how they can protect your business.

What makes a Michigan noncompete enforceable

Not all noncompetes hold up in court. Michigan law now strictly limits when you can use noncompetes. Before thinking about whether a noncompete is fair, you must first meet these basic requirements:
  • You can only require noncompetes from employees earning above $112,500 annually
  • You must provide the agreement before you extend the job offer or before the first day of employment
  • You cannot enforce noncompetes against workers under age 18 or students in internships, apprenticeships or similar programs
  • You must provide required disclosures under Michigan law when presenting a noncompete
If your employee meets the threshold, state courts then consider four main elements when deciding if a noncompete is valid:
  • Reasonable duration, usually one to two years, so it is not overly restrictive
  • Area restriction that reflects your business market and operations
  • Things you can protect, such as trade secrets, client lists or key relationships
  • Clear scope of restricted work or competitive activities so expectations are transparent
You must meet both the legal rules and the fairness test for your noncompete to be valid.

Protecting your business as you scale your business

You can review noncompetes by reviewing current agreements and confirming they cover the right risks. Clear, specific language reduces confusion and sets realistic expectations. Legal guidance can make sure your contracts follow Michigan law and match how your business runs every day. A clear noncompete helps protect your revenue, keep your clients and secure your business for the future.]]> On Behalf of Brown Borkowski & Morrow <![CDATA[What happens to your business during the probate process?]]> https://www.bbmlawpc.com/?p=54056 2026-03-31T13:15:05Z 2026-04-03T13:14:14Z Business operations under a court-appointed representative Once probate begins, the court appoints a personal representative to manage the estate. In Michigan, this person holds the legal authority to oversee and maintain business operations for up to four months, and can continue operations throughout the probate timeline with court approval or by converting the business to a different legal structure. Their duties during this period can include managing employees, paying business debts and preserving the value of any venture the owner held. They may also need to hire accountants, attorneys or other professionals to assist with complex assets.

The effect of business structure on probate

The legal structure of your enterprise significantly dictates its treatment during the probate process. Under Michigan law, different business entities are subject to distinct statutory frameworks upon an owner's passing. A sole proprietorship does not exist as a separate legal entity from its owner. When the owner dies, operations end and its assets become part of the personal estate. This outcome often creates uncertainty for employees, vendors and customers. Corporations and limited liability companies (LLCs) operate as separate legal entities. These businesses usually continue running after an owner dies. The deceased owner’s shares or membership interests still go through probate, but the company itself can keep operating during that time. Partnerships fall between these two models. If the partners do not create a succession plan, the partnership ends when one partner dies. The remaining partners and the estate must then close out the business and settle the financial share that belongs to the deceased partner.

Business protection strategies before probate

A buy-sell agreement creates a clear plan for ownership transfer after a triggering event such as death. It often establishes valuation and names a funding source such as life insurance to support the transition. LLC operating agreements and corporate bylaws can also include succession terms that limit court involvement. A revocable living trust offers another option. You can place ownership interests into the trust so a successor can take control without court approval. Even so, creditors can still make valid claims against trust assets and Michigan law requires the trust to address those claims under the Michigan Trust Code.]]> On Behalf of Brown Borkowski & Morrow <![CDATA[2 ways land changes hands without a sale in Michigan]]> https://www.bbmlawpc.com/?p=54015 2026-03-02T07:31:09Z 2026-03-05T07:30:45Z What is adverse possession? Adverse possession lets someone take legal ownership of land they’ve used openly, without permission and without interruption for at least 15 years. But it only applies when they’ve acted like the land is already theirs—not in secret, and not with your approval. That might look like mowing the area, putting up a fence or building something on it, and doing all of that in a way that’s obvious, even to the actual owner. If no one steps in to stop it, the law may eventually side with the person who kept using the land like they owned it all along.

What is acquiescence?

Acquiescence happens when both property owners silently accept a boundary that isn’t legally correct, and let it stand for 15 years or more. This often comes up when a fence is built in the wrong spot, or one neighbor uses more land than their deed allows, but neither side questions it. If that use continues unchallenged, the law may treat that line, not the one in the documents, as the actual boundary going forward.

What’s the main difference?

The key difference is how the land use started and whether both sides went along with it. Adverse possession involves one person using land without permission, while acquiescence involves both parties quietly accepting a shared boundary, even if it’s wrong. One relies on taking control; the other relies on unspoken agreement.

Don’t wait until someone else makes a move

If someone has used part of your land for years or you’ve done the same on theirs, don’t ignore it and hope it stays quiet. Sorting it out early, with a survey or legal help, can prevent you from accidentally giving up land you didn’t mean to lose.]]> On Behalf of Brown Borkowski & Morrow <![CDATA[The hidden risks of using AI and DIY for business formation]]> https://www.bbmlawpc.com/?p=54013 2026-03-02T07:31:04Z 2026-03-05T07:30:05Z New owners often rush to start their companies with automated tools or basic templates. These platforms promise speed and low costs but they usually fail to protect your long-term interests. Using an algorithm or a generic form creates a false sense of security that fails when you face a real problem.

Generic documents can create gaps

Online platforms use one-size-fits-all templates that ignore your specific business goals. These forms often lack vital clauses for buyout triggers or specific management duties. You risk running a company with an agreement that does not fit your actual needs.

AI is not always accurate and can cause errors

Artificial intelligence often invents legal rules or cites fake statutes. A chatbot might write a document using laws from another state instead of the Michigan Limited Liability Company Act. These mistakes make your legal foundation weak.

Missing Michigan compliance nuances 

Michigan has unique filing rules and tax duties that generic software often misses. Automated systems rarely account for the specific language that shields your personal assets. One small filing error can break your corporate veil and expose your personal bank account.

No strategic tax planning 

A DIY portal simply files what you request without checking your financial health. It will not tell you if an S-Corp election saves you money on self-employment taxes. You miss vital financial strategies that human experts share during the formation process.

Future disputes can become costly

Bad documents lead to expensive court battles when partners argue. DIY agreements often contain confusing language that causes trouble during a crisis. Your initial savings vanish when you must pay a litigator to fix an avoidable mistake.

Building a strong and secure legacy

Your business deserves a foundation that stands up to pressure and supports growth. A skilled attorney understands the law and your unique vision. They can guide you throughout the process to ensure your  company stays resilient and ready for every new opportunity.  ]]>