Articles of Incorporation
It has been few weeks since we updated you on our little project of becoming a coop. We've been blessed creating work with many great clients, finishing a new website for us, and shoveling out of multiple blizzards. Outside of this though, incorporating has been a large area of focus.
So yes, it is official, we are incorporated! We got to say this twice last month because of a minor but hilarious oversight on the legal docs. For a brief period of time we were incorporated with part of our mission being to actively seek to spread Christianity. Nothing against Christianity and we are fairly certain Jesus was a super amazing guy, but we build websites and offer web related products, we are not as a company, religious. We caught the mistake right away and thankfully our lawyer Joel Dahlgren is awesome and happily re-filed at his own expense with no harm done.
Our articles were filed and accepted under the good old state statues of Minnesota…This is where Joel lives and operates but not a single one of us owners lives or plans to live. Soo, huh? That sounds really strange right? It did to us as well but as we discovered when we started talking to lawyer folk that led us to Joel, Minnesota is the cat's pajama's for cooperatives. As you can see from correspondences like this:
"…308B allows the Cooperative to give nonpatron members up to 70% of voting power and 85% of financial rights. For this to be taxed under Subchapter T as a true Cooperative, I don't think you should go under 60% voting control and under 51% of financial rights for patron members. If this were taxed as a Subchapter K partnership, those proportions could go as low as 30% and 15%, respectively, for patron members."
I am not going to even try to explain that or my brain might explode, but in a nutshell, Minnesota laws are the most accommodating to the cooperative model allowing for good flexibility with structural technicalities and tax filing. How it become so is less clear but my guess is that as states go it is fairly progressive and it is in the mid west, home to many farm and agricultural business who tend to form cooperatives. We are grateful to you Minnesota and even more so to Black Dog Co-op Law (Joel) for helping us wade through the briar patches and being helpful, patient and accommodating to our unique needs.
That's the coop update for today. The next one promises to be even more exciting as we reveal who wins the epic battle between tax filing as Corporation vs. Partnership. And you thought the Superbowl commercials were exciting!

