Minnesota LLC, Small Business, and Partnership Attorney

Minnesota Business Attorney

Attorney Aaron Hall provides legal counsel, drafts documents, and litigates cases for many small business owners. He served as an adjunct business law professor teaching business law at the university level. His writings on small business law have been published, and he is actively engaged in providing counsel, representation, and litigation services to small businesses. For a phone consultation regarding your business, contact Aaron Hall at 612-466-0010.

Business Entity Types

Minnesota small businesses have a number of options when selecting a business entity type. For example, they may consider a sole proprietorship (default for single owner), partnership (default for more than one owner), limited liability company (LLC), subchapter S corporation (S-Corp), subchapter C corporation (C-Corp), limited liability partnership (LLP), or one of many other special entity types. Sometimes partnerships are called joint enterprises. Sometimes privately owned companies are called closely held businesses.

These entities may be formed in Minnesota, Delaware, or some other state, depending on the objectives of the owners.

Formation Documents

Starting a business generally involves preparing the organization’s formation documents. These include the Articles of Incorporation (for a corporation) and Articles of Organization (for an LLC). The business will also need bylaws and ownership agreements.

Ownership agreements explain the rules between the owners. This includes percentages of profit payments, division of business responsibilities, various rights of partners, and how the partners can end the business. A business attorney can structure and draft the owner’s agreement, helping owners consider the provisions and language to represent their intentions. Ownership agreements include

Limited Liability Company (LLC) operating agreements
Limited Liability Company (LLC) member control agreements
Partnership agreements (for a Limited Liability Partnership, General Partnership, etc.)
Partnership & joint venture agreements
Family limited partnership agreements
Shareholder agreements
Buy-sell agreements

Agents of Your Business

Every business has at least one agent: the owner. Every partner is an agent of the business. Other agents may include employees, independent contractors, or volunteers assisting the business. Agency law explains when the business is liable for acts of the agents and agent’s duties to the business (principal). a business attorney can explain the agency issues related to your business. These may include

Liability of the agent to third persons
Agency notice and notification (imputed knowledge)
Contractual power of agents
Duties of agent to principal
Duties of principal to agent
Fiduciary duties of agents
Termination of the agency relationship
The agency relationship
The undisclosed principal
The doctrine of ratification

Your Business Partners

Partnership law was the prevailing business law for small businesses for centuries. Partnership law is the foundation for unincorporated business associations. Partnership law allows for various kinds of partnership arrangements, including various roles and responsibilities of limited partners and general partners. As a result, partnership law is relevant to owners of an LLC or S Corp. The following statutes may be relevant to a partnership business:

Minnesota’s Uniform Limited Partnership Act 2001 (Minnesota Statutes chapter 321)
Minnesota’s 1919 Uniform Limited Partnership Act (Minnesota Statutes chapter 322)
Minnesota’s 1976 Uniform Limited Partnership Act (Minnesota Statutes chapter 322A)
Minnesota’s Limited Liability Companies (Minnesota Statutes chapter 322B)
Minnesota’s Uniform Partnership Act (Minnesota Statutes chapter 323)
Minnesota’s Uniform Partnership Act of 1994 (Minnesota Statutes chapter 323A)
Minnesota Business Corporation Act (Minnesota Statutes chapter 302A)

Similarly, these acts may be relevant to a partnership business, but they are not primary authorities in Minnesota:

Uniform Partnership Act of 1914 (UPA)
Revised Uniform Limited Partnership Act of 1976 with its 1985 amendments (RULPA)
Uniform Limited Liability Company Act of 1995 (ULLCA)
Uniform Partnership Act of 1997 (RUPA)
Delaware Limited Liability Company Act (DLLCA)
Delaware Revised Uniform Limited Partnership Act (DRULPA)

Small Business Legal Issues

Whatever business type you choose, various legal issues may arise. A business attorney can help prevent legal problems by proper planning and contract drafting. A business attorney can also help resolve problems. Small business legal issues may include

The creation, transfer, & dissolution of a business
Addition of an owner or dissociation of an owner
Resolving owner disagreements
Federal taxation of partnerships and partners (pass-through taxation)
Fiduciary duties of partners: good faith, fairness, disclosure, and loyalty
Fiduciary duty waiver and enforceability
Partnership profit division
Right of first refusal, right of first offer, Dutch auction, etc.
Transferring partnership interests
Vicarious tort liability
Tax planning and strategy

Minnesota Family Limited Partnerships

Family limited liability companies and family limited partnerships can be used as an estate planning tool to reduce taxes. A tax attorney can advise you effective tax strategies, transfer taxation of family limited partnerships, and IRS attacks on family limited partnerships.

Contact a Minnesota Business Lawyer

Attorney Aaron Hall understands the financial and legal challenges of small business owners. He is experienced in business planning, resolving legal issues, and fighting for the rights of business owners in court.