I was recently asked by someone who was about to start a Minnesota small business what help a business attorney could be to a small business owner. The legal services I provide as a Minnesota small business attorney generally fall into four categories:
1. New Business Formation
New businesses often form an LLC (sometimes an S Corp, LLP, or a other business type) to give them “limited liability” so that if they get sued for something related to the business, only the business assets are at risk. In other words, the LLC would be liable rather than the small business owner and the owner’s personal assets (home, car, etc.). An LLC also may have the effect of making the business seem more official or legitimate than a sole proprietorship (a “sole proprietorship” is a person working without a business entity). The IRS allows a business to get a business taxpayer ID number (also called an Employer Identification Number or EIN) so that the business owner can have a checking account separate from personal bank accounts.
An LLC needs to be treated as a real business, separate from its owner. This includes having a Member Control Agreement, which is the dquivelent to having bylaws in a corporation. If the small businesses needs a Minnesota LLC, I draft the LLC formation documents:
- Articles of Organization
- Member Control Agreement
- Written Action of Organizer, and
- First Board Minutes
Generally, I am the first lawyer the small business has worked with, so as part of the LLC formation process, I advise the business on other legal issues it may have including contracts, trademarks, copyrights, employment law, or other questions the business owner may have.
2. Contract Analysis and Drafting
Businesses that provide services often need service contracts to clarify what they are offering, how much they should be paid, the terms of payment, and how to resolve problems. Businesses that sell products often have contracts with their suppliers (distributors, wholesalers, etc.). Normally the suppliers provide these contracts, but the contracts are one-sided, looking out for the rights and interests of the supplier to the detriment of the small business owner buying the products. I analyze and draft contracts for small businesses to ensure their rights and interests are protected.
3. Lawsuit Representation
Some small businesses encounter problems. The problems might be with the small business, so they get sued. The problems might be with a supplier or customer breaching a contract, so the small business has to seek the court’s help to get resolution. I represent small businesses in negotiation, mediation, arbitration, and litigation.
4. Trademark Registration
If a small business plans to build a name for itself, it probably wants to protect the intellectual property value of that name so that other businesses cannot use the name and benefit from the good will that has been created. Trademark registration prevents others from using the “mark” registered by a small business.
MN Small Business Consultation
If you are a Minnesota small business owner who has a need in one of these areas, I would be glad to talk with you on the phone and explain the costs involved with any legal work you are considering.
About the Author: 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. He has represented small business clients in Minneapolis and St. Paul, MN, throughout Minnesota, as well as small businesses in Florida, Arizona, and California.