Category Archive: Business Formation

Jun 03

What is a Letter of Intent?

A letter of intent is a legal document that a Buyer and Seller contemplating the purchase and sale of a business may choose to execute at the start of a proposed transaction. There are several reasons for the Buyer and Seller to have a letter of intent in place. The letter of intent lays out …

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May 22

Organizing a Minnesota LLC using a Legal Service Alternative – Is it worth it?

Doing business in the form of a limited liability company (LLC) provides entrepreneurs limited liability protection and can offer advantageous treatment of profit and loss for tax purposes.  To obtain these benefits, Minnesota companies must organize an LLC by filing Articles of Organization with the Secretary of State.  Although organization has traditionally been performed by …

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May 13

New LLC statute for Minnesota companies

The Minnesota legislature recently passed an overhaul of Minnesota’s LLC Act.  Before, Minnesota corporations and limited liability companies (LLCs) were structurally the same (Owner>Board>Officer).  Decisions between whether to use an LLC or corporation were generally left to tax considerations.  However, that is all changing and entrepreneurs will have new choices in establishing entities. New LLCs …

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Feb 03

Did Minnesota Enact “No-Fault” Business Divorces?

Business divorces (where business partners split up) are difficult for owners, employees, and customers.  Unlike personal “no-fault” divorces, normally forced business divorces are reserved for instances of some type of fault by one owner against another.  In Minnesota, that fault is known as “unfairly prejudicial conduct”. Today, the Minnesota Court of Appeals issued a decision …

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Jan 13

Suggested Maintenance for Your Small Business

Most of our lives are governed by suggested maintenance: Change your oil every 5,000 miles Get a colonoscopy when you turn 40 See your dentist and replace your toothbrush every six months Limit yourself to 2,000 calories per day Change your password every three months But what maintenance do you perform for your small business …

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Jan 10

How to Structure the Purchase and Sale of a Business: Asset Sale or Stock Sale?

When a Buyer is looking to acquire a business and a Seller is looking to sell a business the most common question is whether the transaction should be structured as an asset sale or a stock sale. These methods are the two primary deal structures used when businesses are purchased and sold. In an asset …

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Oct 09

The Advantages and Disadvantages of Sole Proprietor in Minnesota

The attorneys at Batten and Beasley can help you make the best decision on the entity type that is right for you. A sole proprietorship will be a viable alternative for operating your business if you will be the only owner and the business is not a type that involves significant risks of liability to …

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Sep 24

Business Licensing in Minnesota

The lawyers at Batten and Beasley can help in the licensing and regulatory process. The startup, operation or expansion of a business in Minnesota may involve securing one or more business, occupational or environmental licenses or permits.  Sometimes, getting licensed can be a long and difficult process. Those licenses and permits fall into a number …

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Jun 10

Non-Tax Factors of Business Formation Minnesota

In choosing the most appropriate form of organization, the business owner will want to consider a variety of factors, including: complexity and expense of organizing the business; liability of the business owner; distribution of profits and losses; management control and decision making; financing startup and operation of the business; transferability of ownership interest; continuity of …

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May 16

Forming a Business in Minnesota: Limited Liability Company (LLC)

A Minnesota business also may organize as a limited liability company. A limited liability company elects to be treated for tax purposes as a sole proprietorship (disregarded entity), partnership, or corporation. A limited liability company may have one or more members. As described further in the section on tax considerations in choosing the form of …

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