Craig w. trepanier
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MINNESOTA CORPORATE ATTORNEY CRAIG W. TREPANIER
Minnesota corporate and business law attorney Craig W. Trepanier of the Trepanier MacGillis Battina P.A. law firm in Minneapolis, Minnesota represents entrepreneurs, new and emerging businesses, and established corporations in all facets of Minnesota corporate and business law, including:
Minnesota corporate law attorney Craig W. Trepanier routinely appears before the state and federal courts in commercial litigation matters, including those involving breach of contract, minority shareholder disputes in closely held corporations, unfair competition, non-competition agreements, misappropriation of trade secrets, and employment law.
Trepanier MacGillis Battina P.A. Minnesota Corporate Law Capabilities:
Minnesota corporate law firm Trepanier MacGillis Battina P.A. provides a full range of corporate and business law services, including entity formation, contracts, and commercial litigation. For more information about Minnesota Corporate Law Firm Trepanier MacGillis Battina P.A., click on this link. For an in depth discussion of Minnesota corporate law issues, visit www.minnesotacorporatelaw.com to answer all of your questions regarding Minnesota corporate law and Minnesota business law.
Trepanier MacGillis Battina P.A. Minnesota Commercial Litigation Capabilities:
Trepanier MacGillis Battina P.A. is an established Minnesota Business Litigation Law Firm and can represent you in a variety of Minnesota commercial litigation matters, including lawsuits over breach of contract, unfair competition, trademark infringement, deceptive trade practices, collection, replevin, Uniform Commercial Code (UCC), fraud, misrepresentation, defamation, minority shareholder rights, and disputes between vendors, customers, and competitors. Visit www.minnesotabusinesslitigation.com to answer all of your questions regarding Minnesota business litigation.
Update Your Minnesota Corporate Books and Records:
If you are a Minnesota business owner, it is critical to maintain your Minnesota corporate books and records, including yearly resolutions of the board of directors and shareholders. This is essential to help maintain your shield of limited liability. For more information, read the following article: "It’s Time to Update Your Minnesota Corporate Minute Book" located on the www.trepanierlaw.com website. Minnesota corporate law attorney Craig W. Trepanier can review, audit, and update your existing corporate books and records and help you effectively update your corporate minute book.
Incorporate in Minnesota:
If you are an entrepreneur, Minnesota corporate law attorney Craig W. Trepanier can incorporate in Minnesota. Mr. Trepanier can guide you through the process of picking an appropriate entity, creating the entity, and preparing all necessary legal paperwork to incorporate in Minnesota.
Register Your Minnesota Limited Liability Company (LLC):
For many business owners, it makes sense to form a Minnesota Limited Liability Company (LLC). A Minnesota limited liability company (LLC) offers a shield of limited liability similar to that of a corporation, but provides greater flexibility in terms of governance and ownership rights than a Minnesota S-Corporation and provides the tax benefits of a partnership if the LLC elects to be taxed as a partnership to avoid "double taxation." Visit www.registerminnesotallc.com to register and incorporate your Minnesota limited liability company (LLC) in the State of Minnesota with the Minnesota Secretary of State.
Incorporate Your Minnesota S-Corporation:
For other business owners, it may make sense to form a Small Business Corporation, oftentimes called a Minnesota S-Corporation or Subchapter S Corporation for tax law purposes. To create the S-Corporation, the owners must register traditional articles of incorporation with the appropriate government agency (e.g., Minnesota Secretary of State). Soon thereafter, the corporation must file an election to be taxed as an S-Corporation with the Internal Revenue Service (IRS) to avoid the "double taxation" of a traditional corporation. Minnesota corporate law attorney Craig W. Trepanier can tell you if an S-Corporation is right for you, and handle all of the legal paperwork to receive the tax benefits of an S-Corporation. Keep in mind there are special rules governing who can be a shareholder in an S-Corporation and setting limits to the number of shareholders. Visit www.minnesota-s-corporation.com to answer all of your questions about forming a Minnesota S-Corporation.
Incorporate Your Minnesota C-Corporation:
For other business owners, the logical choice is to form a traditional Minnesota C-Corporation, a common entity choice for a business that is seeking outside investors (such as venture capital), expects to have a large number of shareholders, and/or may be traded on the public stock market someday.
Register Your Minnesota Business:
Regardless of whether the appropriate entity is a Minnesota LLC, Minnesota S-Corporation, or Minnesota C-Corporation, Minnesota corporate law attorney Craig W. Trepanier can help you register your Minnesota business in accordance with applicable Minnesota laws and regulations. Depending upon the industry in which you operate, you might be required to register your business once it is incorporated. Businesses in certain highly specialized industries must be registered.
Obtain Your Minnesota Business License:
In some cases, depending on the specific industry in which you operate, you may be required to obtain a special Minnesota business license under Minnesota law, in addition to simply creating your Minnesota LLC, Minnesota S-Corporation, Minnesota C-Corporation, or other Minnesota legal entity. Certain businesses must obtain a special business license before they can operate within the State of Minnesota.
Operate as Minnesota Sole Proprietorship:
In other cases, it may not be appropriate to establish a legal entity at all. In cases where there will be only one business owner, especially with a small start-up business with limited funds to pay for legal and accounting fees, it may be more appropriate to operate as a Minnesota sole proprietorship rather than form a Minnesota LLC, Minnesota S-Corporation, or Minnesota C-Corporation. Operating as a sole proprietorship can offer certain advantages, including simplifying books and records and reduced legal and accounting fees since no separate entity is formed. However, whereas a corporation or LLC offers the business owner a shield against personal liability, the sole proprietor is essentially acting as the "business," meaning that the owner will be personally liable for the debts and legal obligations of the business. Due to these legal risks, you should consult with a Minnesota corporate attorney before operating a sole proprietorship.
Incorporate Your Minnesota Non-Profit Corporation:
If you are interested in operating a charitable or other Minnesota non-profit corporation, there is a separate Minnesota Nonprofit Corporations Act governing the procedure for setting up your Minnesota non-profit corporation. Minnesota corporate law firm Trepanier MacGillis Battina P.A. can help establish your Minnesota non-profit corporation and also apply for federal 501(c)(3) tax exempt status.
Minnesota Business Start Up:
If you are starting a Minnesota business, you will most likely need the advice of consultants and professionals including lawyers, accountants, bankers, insurance brokers, etc. As a value added service to its corporate clients, Minnesota corporate law firm Trepanier MacGillis Battina P.A. has created a website that will help you pick your group of corporate advisors and consultants. Visit www.minnesota-business-startup.com for practical business and legal advice from a hand-picked group of attorneys, accountants, bankers, financial advisors and other professionals.
Obtain Your Minnesota Federal and State Tax ID Numbers:
Regardless of which type of entity you create, you will typically need to obtain Federal and Minnesota Tax ID Numbers. Minnesota corporate law attorney Craig W. Trepanier and his experienced staff of legal assistants and professionals can help you obtain your federal tax ID number and Minnesota tax ID number(s).
Register Your Minnesota Assumed Name:
If you plan to do business under a name that is different than the legal name of your entity, Minnesota law requires that you register your Minnesota assumed name with the Minnesota Secretary of State. This is sometimes called a "DBA" or "D/B/A" which stands for "doing business as." The purpose of registering the Minnesota assumed name is to let the public know the identity of the actual person or corporation they are dealing with. For example, if the legal name of the Minnesota corporation is Smith Enterprises, Inc., but the corporation is doing business as "Smith's Auto Body," the corporation must register that name with the Minnesota Secretary of State. Craig W. Trepanier and his experienced staff of legal assistants and professionals can answer all of your questions about Minnesota assumed names, "doing business as", dba, d/b/a, trade names, and fictitious names, and can help you register your Minnesota assumed name with the Minnesota Secretary of State.
Draft Your Minnesota Buy-Sell Agreement:
Whether you have chosen to form a Minnesota LLC, Minnesota S-Corporation, Minnesota C-Corporation, or other legal entity, if there will be more than one business owner, it is highly recommended that you prepare a Minnesota Buy-Sell Agreement between the owners of the business. The Minnesota Buy-Sell Agreement is common for "closely held" corporations and other business entities; for example, when there will be a handful of owners or in a family-owned business situation. The Minnesota Buy-Sell Agreement typically imposes restrictions against the voluntary or involuntary transfer of ownership rights. The purpose of these restrictions is to ensure that the ownership group approves any new shareholder. These restrictions can also help prevent an "outsider" from becoming a shareholder following an involuntary transfer of shares; for example, following an owner's bankruptcy or divorce. If an owner obtains an offer to purchase his/her shares from a third party, often the Minnesota Buy-Sell Agreement will provide the corporation an "option" or "right of first refusal" to match the offer before the shareholder can sell. Finally, the Minnesota Buy-Sell Agreement typically spells out what will happen to the owner's shares upon death, disability, resignation, or termination of employment. It is critical that the Minnesota Buy-Sell Agreement contain a formula for setting the value of the shares to be purchased. Depending on the type of business involved, the industry in which it operates, and the goals of the shareholders, different types of valuation formulas may be appropriate. These include, but are not limited to, "book value," a multiple of earnings or cash flow, a multiple of Earnings Before Interest Taxes Depreciation and Amortization (EBITDA), an "agreed upon" value, or an "appraised" value. Often, the Minnesota Buy-Sell Agreement will encourage the shareholders to periodically sit down and approve an "agreed upon" value of the corporation which will control the value of the shares in the event of a triggering event such as death, disability, resignation, or termination of employment. If the agreed value is stale (e.g., more than 12 months old), the Minnesota Buy-Sell Agreement will typically require an appraisal by a third party following a triggering event if the shareholders cannot mutually agree upon a revised value that reflects the current business circumstances facing the company. In many ways, the Minnesota Buy-Sell Agreement operates like a prenuptial agreement entered into by spouses prior to marriage. Going into business with others is much like getting married. Because many businesses break up, or the shareholders reach deadlock or impasse, it is wise to plan for the orderly breakup of the shareholders before getting married to one another. You can visit www.minnesotabuysellagreement.com to answer all of your questions regarding Minnesota Buy-Sell Agreements.
Draft Your Minnesota Business Partnership Agreement:
If your business is operating as a partnership, limited partnership, or limited liability partnership, rather than an S-Corporation, C-Corporation, or LLC, you would be wise to draft a Minnesota partnership agreement governing the sharing of profits and many of the topics typically covered in a Buy-Sell Agreement (as discussed above). Just like with shareholders of a closely held corporation, the partners in a business partnership should set forth their rights, responsibilities, and obligations to the partnership in a legally binding written contract.
Draft Your Minnesota Shareholder Agreement:
In addition to a Minnesota Buy-Sell Agreement, shareholders often enter into a Minnesota shareholder agreement, sometimes called a shareholder control agreement, covering topics not addressed in the Buy-Sell Agreement. These topics include capital calls, shareholder loans, voting rights, preemptive rights, cumulative voting rights, and virtually any other topic that the shareholders wish to address in a written agreement. These issues may be addressed within the Minnesota Buy-Sell Agreement or contained in a stand-alone Minnesota Shareholder Agreement.
Legal Representation in Minnesota Shareholder Dispute Litigation:
The sad reality is that many business owners have irreconcilable disputes, reach deadlock or impasse, or wish to terminate the business relationship. Visit www.minnesotashareholderdisputelaw.com to answer all of your questions regarding Minnesota shareholder disputes, Minnesota partnership disputes, and Minnesota ownership disputes in closely held Minnesota corporations, LLCs, and partnerships, including discussion of minority shareholder rights lawsuits, "squeeze out" strategies, oppressive conduct, equitable buy-out, court-ordered buyout, and lawsuits and litigation tactics. Under Minnesota law, shareholders in a closely-held corporation or LLC typically owe "fiduciary duties" to one another. Thus, the majority owner cannot treat the minority owner(s) in a manner that is unfairly prejudicial. Instead, the shareholders must treat each other in an open, honest, and fair manner that is consistent with the shareholders' reasonable expectations. In some cases, a Minnesota shareholder that has been treated in an unfairly prejudicial manner (for example, by having responsibilities stripped away, being terminated without cause, or being "squeezed out" of the corporation), may have the right to sue the corporation and/or the majority shareholders for equitable relief including the forced buy-out of the minority shareholder's shares at "fair value" as determined by the court. These rights are often called "minority shareholder rights" and can be very powerful, including the right to recover attorney's fees and court costs. If you want to negotiate with your business partner over the winding down or your business, or if you have any other Minnesota shareholder dispute, contact Minnesota corporate law attorney Craig W. Trepanier. If you are a minority shareholder and you have a particularly strong case, Trepanier MacGillis Battina P.A. law firm may consider taking your case on a "contingency" basis; meaning that you pay no legal fees unless there is a recovery, in which case the law firm will keep a negotiated percentage of the money recovered (such as the court-ordered buyout of your shares at "fair value" along with other damages). To learn more, you may also click on this link to be directed to www.trepanierlaw.com.
Minnesota Contract Law:
The key to most successful business relationships is an effective written contract. Minnesota corporate law attorney Craig W. Trepanier can ensure that your Minnesota business contract is drafted in a way to protect your legal rights. Visit www.minnesotacontractlaw.com to answer all of your questions regarding drafting, interpreting, and enforcing Minnesota contracts under Minnesota law.
Minnesota Promissory Notes:
When one party borrows money from another, it is wise to document the loan and repayment terms through a Minnesota promissory note. The use of promissory notes is common in Minnesota business transactions. Minnesota corporate law attorney Craig W. Trepanier can help you or your business draft a legally enforceable Minnesota promissory note. In addition, Mr. Trepanier can help you start litigation in the courts to enforce the obligations under a Minnesota promissory note.
Contact Minnesota Corporate Law Attorney Craig W. Trepanier:
Minnesota corporate law attorney Craig W. Trepanier handles all aspects of Minnesota corporate law, Minnesota business law, and Minnesota commercial litigation. For your Minnesota corporate law, Minnesota business law, or Minnesota commercial litigation needs, contact Minnesota corporate law attorney Craig W. Trepanier using the information below.
Craig W. Trepanier, Esq.
Trepanier MacGillis Battina P.A.
8000 Flour Exchange Building
310 Fourth Avenue South
Minneapolis, MN 55415
Phone: 612.455.0502
Fax: 612.455.0501
craig@trepanierlaw.com
www.trepanierlaw.com
8000 Flour Exchange Building 310 Fourth Avenue South 612.455.0502 craig@trepanierlaw.com
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