I have been asked what documents I draft when forming a business for multiple owners. This article applies to Minnesota, but most states have similar documents, which sometimes may have different names.
I rarely draft partnership agreements or other partnership documents because most business owners want limited liability, which is available in a corporation or LLC. However, there are occasions where owners want a partnership. This is generally the case when both of the owners are businesses (such as corporations) and they don’t care about limited liability. Still, most businesses can benefit by owning an interest in an LLC or shares in a corporation instead of an interest in a partnership.
For a Minnesota corporation, I usually draft the following documents:
- Articles of Incorporation
- Shareholder Agreement
- Buy-Sell Agreement
- Certificate of Incorporation
- Stock Certificates
- Subscription Agreement
- Written Action / Meeting Minutes
Minnesota Limited Liability Companies
For a Minnesota LLC, I draft a variety of documents depending on the circumstances. These may include
- Articles of Organization
- Member Control Agreement or Operating Agreement
- Buy-Sell Agreement a.k.a. Member Interest and Purchase Agreement
- Written Action of Organizer in Lieu of First Meeting
- Minutes of Initial Meeting of Organizer
- Minutes of Initial Meeting of Governors
In Minnesota, an LLC can elect to be organized more like a partnership or more like a corporation (with a board of directors, etc.). The approach selected by the LLC is determined in the company’s organizational (founding) documents.