What Legal Documents Do New Minnesota Businesses Need?

Signing a contract

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.

Minnesota Partnerships

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.

Minnesota Corporations

For a Minnesota corporation, I usually draft the following documents:

  • Articles of Incorporation
  • Bylaws
  • 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

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.

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