PRACTICE AREA DETAILS
- Category Business Law
- Lawyer Omni Kiecker
- Location Minnesota, USA
- Practice Area Business Law
Being a business owner isn’t easy. Whether your core business is selling food and drinks or manufacturing components for heavy equipment or building houses, you have a lot of your plate. In addition to those core functions, you must think of the legal side of things. You may be starting a business, or you have been in business for 10, 20 or 30 years or you are wanting to sell your business and retire. Regardless of the reasons you may have for needing legal help, you need and want to have a lawyer that you can trust.
For those that are just starting your business, you need to decide on a business structure. You’ll need to ask yourself some questions. A few of the things you will want to know are:
- How many people will be owning the company?
- To what extent do you feel comfortable being personally liable for company actions?
- Are you concerned about potential tax consequences?
- Is the primary purpose of your business to make you money or benefit others?
Once we answer the initial questions, we can truly determine the best structure for your business. If we determine that your business should be set up as a Limited Liability Corporation (LLC), S-Corporation, C-Corporation or Non-Profit Corporation, we work you through the process of writing the legal paperwork that will establish your business entity. Typically, you’ll need to establish Articles of Incorporation, Bylaws, and shareholder agreements. On the other hand, if we determine that you should be a sole proprietorship or partnership, we’ll make sure that you have any paperwork done that will layout the ownership structure.
Regardless of the business structure you employ, you’ll also want to have a few other things laid out. If you have employees, you will want to have employment agreements. You will also want to have operating agreements in place if there is more than one owner.
As you and your business grow, your legal needs change. At this point in your business you typically need to protect the business, potentially grow it through larger, more complex customers and maintain the structures that you already put in place. All these end goals work in conjunction with each other.
Internally, you will need to create and maintain employment contracts that help you to attract and maintain talented individuals. Additionally, the state requires you to renew your LLC (if that’s how you chose to set up your company) with the Secretary of State. Along with renewing your paperwork each year, Corporate Business Meeting Minutes must be kept current.
When dealing with outside customers, businesses will need to work through contracts. The first part of the contract is to negotiate the contract. This may or may not require an attorney through the entire negotiation, but at some time most contracts will need to have the involvement of a legal professional. From there you will need to move into the drafting of the contract. From time to time, a contract will be presented to you and all that you’ll need is for an attorney to do a contract review for you. Most often these situations will be reviews of vendor contracts. And lastly, and the lifeblood of many companies, are reviews of large business transactions. When your company has a large business transaction, the last thing that you want to hold it up or kill the deal is a minor legal loophole or problem. Large business transactions that have a contract should always be reviewed to make sure that your company won’t be put at a disadvantage.
The last stage of a business is both an end and a beginning. It’s an end for the person that built the business and wants to now transition it to either a family member or sell it to the next owner. Obviously, it’s a beginning for the next owner. It may seem simple. The owner is going to sell the business to a buyer. You write a contract sign it, transfer money, and it’s done. Unfortunately, it’s just not that simple.
Around every corner, there is a new complexity. A new question to be answered. A new roadblock that needs a path built around. Some of those complications include answering whether the purchase will be for the assets or if it is a stock purchase. Who is going to keep the name? Who is going to keep any inventory that exists? How is the sale going to be structured? Are there going to be multiple new owners or just one? If the business is being transferred within the family, is it going to transfer now or do parents want to stay involved?
If the business is staying in the family, the situation may require more extensive estate planning using wills, trusts or gifting. If the sale is truly a business transaction, an outside team, often including an attorney, CPA and financial planner, should be employed to make sure every angle is covered.
The same can be true to the buyer of the business. Buyers also need a team in place. For them it is usually going to include an attorney, CPA, and a banker. The buyer obviously has different questions to answer such as is the business a stable business? What does the future look like? What is the actual value of the business considering current and future customers as well as the assets involved? To get an accurate gauge on these questions, the buyer will likely need a profit-loss statement, a valuation, a balance sheet, tax records and potential future liabilities. With all this information, your team will be able to help guide you through the financial and legal requirements to purchase your new business.
Kiecker Law works with business owners on all these issues. Regardless of what stage of the business life-cycle your business is in, we can help guide you to make the best decisions possible for your business. If you would like a consultation so that we can help you realize your business dreams, please contact us.