Five Stories that Matter in Michigan This Week – September 23, 2022

  1. CRA’s Fines Eight Cannabis Businesses Over Late Financial Reports

The Cannabis Regulatory Agency recently published their monthly disciplinary reports and eight cannabis businesses across the state have been fined for failing to submit annual financial reports by the required deadline.

Why it Matters: What comes with the territory of operating a business in a highly regulated arena, business owners both medical and recreational will need to be aware of deadlines for required financial reporting of their cannabis business operations.


  1. Majority of Legislators Could Run Again If Prop 1 Passes

A new analysis from the Citizens Research Council says that a majority of legislators, 89% of the 737 Michigan legislators, could run again for a seat if the Prop 1 (term limits and financial disclosures) ballot proposal passes.

Why it Matters: If this ballot proposal passes, the majority of past legislators have the option of running again for a legislative seat. Fraser Trebilcock election law attorneys will continue to follow and update news surrounding this ballot proposal.


  1. Importance of Signing an Operating Agreement for Your LLC

It happens more often than individuals think and something small businesses should heed is the need to adopt an operating agreement at the start of your LLC. It may seem like an unnecessary step when you’re starting out but waiting until the time is right or until you get big enough, can often lead to forgetting about it completely.

Why it Matters: Failure to sign an operating agreement for your LLC may lead to issues for your small business that would otherwise be avoided. Learn more from a Fraser Trebilcock attorney on this topic.


  1. Whitmer Names New Head of Cannabis Regulatory Agency

Brian Hanna, formerly an analyst in the Lansing Computer Crimes unit at the Michigan State Police, and deputy for the Kalamazoo County Sheriff’s Office, was tapped by Governor Whitmer to lead Michigan’s Cannabis Regulatory Agency (“CRA”). Immediately prior to his interim appointment, which took effect September 19, Hanna was the CRA’s manager of field operations, inspections and investigations.

Why it Matters:  Hanna replaces former CRA executive director Andrew Brisbo, who will now lead the state’s Bureau of Construction Codes. In a statement, Hanna said “I look forward to reconnecting with stakeholders to ensure we have a clear and concise regulatory framework for oversight of this industry to promote continued growth in Michigan.”


  1. Will Electric Vehicle Incentives Under Inflation Reduction Act Actually Hurt Sales?

The Inflation Reduction Act includes billions in incentives for electric vehicle adoption, including $7,500 tax credits for EV purchases. However, many automotive manufacturers are not happy with the rules the bill imposes for vehicles to qualify for the credits.

Why it Matters: The opposition argue that the manufacturing, sourcing, and pricing rules, which require significant domestic sourcing of raw materials and manufacturing, are too aggressive and could result in most EV’s not qualifying for the federal incentives – therefore stifling sales for many manufacturers.

Related Practice Groups and Professionals

Energy, Utilities & Telecommunication | Michael Ashton

Business & TaxRobert Burgee

Cannabis Law | Sean Gallagher

Election LawGarett Koger

Importance of Signing an Operating Agreement for Your LLC

So, you and your little sister, Rachel, finally started that mitten-shaped decorative soap business you’ve always talked about – Nice! And your friend’s brother’s buddy helped you file for an LLC through the State of Michigan’s website and sent you the link to obtain an EIN from the IRS because the banks said you needed it to open a checking account. That’s it then, you’re all set and ready for the farmer’s market next weekend, right? Nope. You forgot to agree on the rules for running your business, the rules for how you and your sister will make the “big” decisions for your new company. We call these Operating Agreements and they are an important part of any small business – even if it’s just one person. There is nothing worse than having to stop the fun to argue about the rules in the middle of the game because no one can agree – no Rachel, landing on free parking does NOT mean you get all the money paid for the properties.

Let’s look at a few scenarios of how the life of your business can go awry without a one.

Scenario 1: You and Rachel start the business together and agree to split the business 80/20 since you put in all of the startup funding, make all of the soaps, and spend every weekend selling them at farmers markets from Port Huron to Petoskey, and all she did was set up the website – seems like a fair split. After a few months, things are going well and you decide to hire Rachel’s boyfriend, Ray, to expand your sales capacity and sell the soaps at more shows. Unfortunately, you quickly realize that Ray isn’t up to the task and he’s losing more soap than he’s selling – no biggy, you can just fire Ray (even though Rachel says Ray isn’t going anywhere); after all you own 80% of the business. Not so fast; because you and Rachel never signed an operating agreement that says that decisions would be made on the basis of ownership shares, you have to make decisions according to the Michigan Limited Liability Company Act (the Act) which says that each owner (the Act calls them Members) of the company gets one vote. So what now…the status quo wins and Ray stays.

Scenario 2: Rachel started a new company a few months ago and asks you to join. She did the usual start-up procedures like file the Articles of Organization to start the LLC and opened a checking account, but it was just her, so she didn’t think she needed an operating agreement. You both agree that the business is worth about $20,000 dollars, so you pay her that $10,000 you were saving to buy a new car. A few years go by and you and Rachel are happily employed by the company, pulling great benefits and a decent salary, and because you and Rachel work so well together, you even get a few thousand dollars in distributions every year. Unfortunately, Rachel decides to run off with Raul and sells out to her pal Rusty. After a week or two, Rusty tells you he appreciates you, but your services are no longer needed and terminates your employment. “Wait, what!?! We’re 50/50!” you say. Not quite, sorry. There was no operating agreement, remember? And you bought your share from Rachel. Rusty has talked to a lawyer and figured out that you are merely an assignee of 50% of Rachel’s interest in the company, you were never admitted as a member. So long great benefits and decent salary; oh and by the way, Rusty has no idea what he’s doing so those distributions are gone, too.

These two scenarios illustrate the pitfalls of small businesses failing to adopt an operating agreement for their LLCs. It may seem like an unnecessary step when you’re starting out, but waiting until the time is right or until you get big enough, can often lead to forgetting about it completely. If you are starting a business, or have started a business and you’re unsure about whether it is properly structured, you should make sure that you consult with an attorney who can help you write the rule book for your business and ensure that everyone is playing the same game.

This is a brief summary and does not constitute legal advice. If you have any questions, please contact Robert D. Burgee or your Fraser Trebilcock attorney.

Robert D. Burgee is an attorney at Fraser Trebilcock with over a decade of experience counseling clients with a focus on corporate structures and compliance, licensing, contracts, regulatory compliance, mergers and acquisitions, and a host of other matters related to the operation of small and medium-sized businesses and non-profits. You can reach him at 517.377.0848 or at

The Importance of a Well-Crafted Ownership Agreement for Your Business During the COVID-19 Pandemic

When times are good, many business disputes between shareholders, partners, or LLC members tend to work themselves out. If business is strong, the promise of profits brings parties to the table to settle their disagreements. To the extent one party wants out, it’s easier to come up with an equitable division of assets when business is humming. When times are tough, discord more frequently leads to business disruption. Accordingly, it’s in times like these, when the COVID-19 pandemic is wreaking havoc on the economy, that it’s important to make sure that your company’s operative documents are up-to-date and address key issues that may arise if your business experiences distress and the relationship among its owners is put to the test.

The Importance of an Ownership Agreement

You’ve heard the age-old advice before: Get it in writing. It’s imperative for every multi-owner business, no matter its structure, to have a written agreement in place that provides a framework for operating the business, making decisions, and navigating disputes among the owners.

Such an agreement, called an operating agreement, a partnership agreement, or a shareholders’ agreement depending on the business’ structure (this article will refer to such agreements, collectively, as “ownership agreements”), covers a range of important issues, including voting on important decisions, capital contributions to the company, guidelines for admitting new owners, splitting profits and debts, and the manner in which disputes between owners are to be resolved.

When a business is founded, optimism between owners is high and many overlook the importance of having a written agreement in place to address future contingencies. In some instances, owners simply use a form agreement that doesn’t address their unique circumstances.

For many business owners, operating according to a handshake deal or a poorly conceived ownership agreement works fine—until it doesn’t. Business conditions worsen. Relationships between owners deteriorate. Conditions change. And without a clear, thoughtful, and written agreement in place, owners have few means by which to resolve their differences. They are left to operate according to default rules established by state statutes, and often end up in litigation.

An ownership agreement is like an insurance policy—you don’t think you will need it, but it’s irresponsible, and potentially ruinous, not to have one in place to mitigate against risks. Once a dispute about important business issues arises, it’s too late to start thinking about conflict resolution procedures, such as those that are found in a strong, well-crafted agreement. Indeed, without an agreement in place, a dispute is much more likely to devolve into litigation since there’s no clear mechanism for brokering a resolution.

Common Provisions in an Ownership Agreement

It is important for business owners to work with an experienced business attorney to create an ownership agreement or revise an existing one. Doing so helps ensure that the agreement reflects the parties’ intent and the unique characteristics of the business. While every agreement is (or at least should be) customized to cover a business’ particular circumstances, common provisions address issues such as:

  • Management of the Business: Who is responsible for the management of the business? How are decisions to be made? An ownership agreement should ensure that the roles and responsibilities of the owners are clearly defined.
  • Meetings of the Owners: When are meetings to be held? What rules govern voting? What notice is required? By establishing clear processes and procedures for information sharing and decision making, a business can avoid disputes that often arise when an owner feels that he or she is being left in the dark.
  • Capital Contributions and Ownership Division: An ownership agreement should clearly identify how much capital each owner contributes to the business and how ownership of the business is allocated among the parties.
  • Profit Distribution: Not surprisingly, many disputes between owners result from disagreements over how and when profits are distributed.
  • Transfers of Ownership Interests: One of the most important provisions in any agreement is determining how ownership interests may be transferred. Often, agreements will provide that purported transfers that do not adhere to the ownership agreement are treated as void under the agreement. Many agreements also include buy-sell provisions that determine the process of buying out an owner and how the purchase price for an owner’s interest is calculated.
  • Termination of Ownership: Ownership Agreements should detail the terms on which the business can be terminated and how assets are distributed upon termination.
  • Resolving Disputes: To help avoid litigation in the event of a dispute, many agreements provide for alternative dispute resolution such as mediation and arbitration.

Is Your Business Ready for the Unexpected?

These are volatile times. It’s hard to run a multi-owner business under any circumstances, and the COVID-19 pandemic has further complicated life for all of us. It’s not uncommon for business owners to experience disharmony, but keep in mind that a dispute does not mean a business breakup is inevitable. A well-crafted ownership agreement can provide parties with a framework for resolving disputes and getting back to business. And if a separation is inevitable, an agreement can allow owners to move forward in an organized and efficient manner, without public scrutiny or costly litigation.

If your business does not have an ownership agreement in place, now is the time to focus on this important priority. If your business has an agreement but it has not been reviewed in years, now is the time to dust it off. We have significant experience assisting clients in fashioning agreements that allow their businesses to run smoothly and help them to resolve disputes without resorting to litigation. For more information, please contact one of the Business & Tax department attorneys.

We have created a response team to the rapidly changing COVID-19 situation and the law and guidance that follows, so we will continue to post any new developments. You can view our COVID-19 Response Page and additional resources by following the link here. In the meantime, if you have any questions, please contact your Fraser Trebilcock attorney.

Fraser Trebilcock Business Tax Attorney Edward J. CastellaniEdward J. Castellani is an attorney and CPA who represents clients involved with alcohol beverages as a manufacturer, wholesaler, or retailer. He may be contacted at or 517-377-0845.