There is much in the news for many weeks now about the Religious Freedom Restoration Act or RFRA, and about bakers, florists, and photographers being forced out of business or into bankruptcy because they opposed being forced to support gay marriages with their goods and services.
The results of all these cases make it clear that without legislative protections (which seems unlikely given how the left wing and their media puppets demagogue this issue) that devoutly religious business owners without proper pre-planning will continue to be forced to either obey their conscience or go out of business.
The purpose of this blog post is to lay the basic groundwork for structuring one's business transactions so that the choice between one's conscience and one's livelihood can be safely avoided
1. Do not operate your business as a sole proprietorship
. You need to organize your business as either a corporation or an LLC.
2. Your corporation or LLC should have more than one owner
. Give a relative, friend, or business associate a 1% to 5% ownership stake in your business. That ownership stake doesn't have to have any management or voting rights associated with it. Two florists or a baker and a florist could trade these small ownership interests with each other. The purpose of having multiple owners is so that some left wing judge doesn't rule that your 100% single owner corporation/LLC is a sham or was formed for some improper purpose. This is an important safe guard that should not be avoided because its inconvenient
. Also, its best if the owner of the small percentage is not your spouse, if possible. Parents, children, aunts, uncles, cousins are all better. Best yet someone not related to you at all. Use your spouse as a last resort.
3. Your corporation/LLC should have a special standard customer contract applicable to all customers
. Customers should get a copy of that contract and it should be signed and dated by the customer before the customer pays for any good or service and before any order by the customer is accepted by the corporation/LLC. The contract can be an actual contract document for say a photographer or it might be printed on the customer's order ticket that they sign when ordering a cake or other product or service
- The contract should make it clear that the customer is contracting with the corporation/LLC and not a specific individual.
- The contract should provide the corporation/LLC reserves the right in its sole and unfettered discretion to pick the particular person or independent contractor to be assigned by the corporation/LLC to make, construct, deliver, and/or provide any and all goods and services required under the contract.
- The business owner should arrange in advance to have another person, whether an independent person or a person employed by or the owner of a competing business ready to perform the work, provide the service, and/or deliver the goods and services called for under the contract with the customer. The independent contractor who does the work should be qualified to do the work.
Now if for example a gay customer approaches a photography business to photograph a gay wedding and that is something the majority business owner objects to doing personally, the business owner takes the order, has the customer sign the contract, and then assigns an independent contractor who doesn't object to doing the gay wedding to handle the job for the corporation/LLC in place of the majority business owner. Yes the business owner won't end up making much if any money on the order, but that is not any different from refusing to do it to begin with. The big difference is the left wing mafioso can't sue your business for refusing to photograph their gay wedding.
Unless the left wing repeals laws against slavery a gay person can not force a corporation/LLC to assign a specific individual to photograph their wedding or provide them some other good or service no matter how much they may want to do otherwise.
Note also that it is well established law that a Corporation/LLC which employs more than 15 people MUST and those that employ less than 15 people may provide religious accommodations to their employees.
The corporation/LLC provides the good or service requested but it uses a different employee or independent contractor to provide that good or service. That keeps the corporation/LLC in compliance with the left wing mafioso, and the corporation/LLC does not have to give a reason why it chose to assign any particular employee or independent contractor to do the work. Those reasons could include the owner was sick that day, the corporation has a policy to provide religious accommodation to its employees, the job site location was too far away, the business owner was on vacation that day. Best however is to give no reason at all unless ordered to by a court of law
. Silence is your friend !!
There are additional steps that could be taken to further protect the business assets of a religious business owner. Those things could include having all the assets used in the business owned by a second corporation/LLC. The second corporation/LLC would be owned by the same business owner(s) as the first corporation or by his/her spouse or child, etc. and then have the first corporation/LLC that provides goods/services to the public to lease the assets used in the business from the second corporation/LLC at a fair market rental rate. Net effect is no loss of cash to the total business structure, but if the business that provides goods and services is sued it won't have any assets to lose.
The issues raised by this blog post are complex and there are many possible nuances and other issues to consider in putting this kind of strategy in place. Therefore, a business owner seeking help with this kind of thing should retain the services of a qualified business lawyer.
For help with your legal needs contact a business, tax, and health care law attorney at the offices of AttorneyBritt.
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