Corporate & Business Law
The Attorneys of Gammello-Pearson PLLC assist clients in all aspects of Corporate and Business Law. We work with companies from start-up through dissolution, covering the full range of Business and Corporate issues, analyzing the best and most practical form of entity to be used based on unique business needs, including:
Articles of Organization or Incorporation
Articles of Organization and Articles of Incorporation are documents filed with the Secretary of State to establish the legal entities of Limited Liability Companies (LLCs) and Corporations respectively. The Requirements of what must be included differs between Articles of Organization and Articles of Incorporation. Articles of Organization must be filed with the Secretary of State, while Articles of Incorporation must be filed with the Secretary of State unless there is a statutory provision that requires they be filed with the Commissioner of Commerce.
Articles of Incorporation: Post Filing
Once the Articles of Organization or Incorporation have been filed along with accompanying fees, the authority that the Articles were filed with will issue a Certificate of Organization or Incorporation which is presumptive evidence that all conditions precedent to Organization or Incorporation have been complied with.
Contact us to arrange an appointment to speak to one of our lawyers about organizing an LLC or incorporating a corporation.
Bylaws are a document that governs how a corporation functions and operates. Bylaws generally establish provisions ranging from the election, term, and powers of directors and officers to how and/or when meetings must be held, how and under what conditions voting takes place, etc. They also establish basic characteristics of the corporation, like where the corporate office is located and whether there is a corporate seal. Bylaws are prudent both from an operational standpoint and from a liability standpoint should a plaintiff attempt to “pierce the corporate veil” by alleging that the corporation is simply an alter ego of a director, officer or incorporator and thus seek to hold that individual personally liable for plaintiff’s claims against the corporation.
Contact us to arrange an appointment to speak to one of our lawyers about creating Bylaws for your corporation.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Member Control Agreements are flexible and can govern the management of:
- A limited liability company’s (LLC’s) business
- The declaration and payment of distributions
- The sharing of profits and losses
- The election of governors or managers
- The employment of members and others by the limited liability company
- The relations among members and persons who have signed contribution agreements (including the termination of continued membership)
- The dissolution, termination, and liquidation of the limited liability company (including the continuation of the limited liability company’s business through a successor organization or individual)
- The arbitration of disputes.
Member Control Agreements are prudent both from an operational standpoint and from a liability standpoint should a plaintiff attempt to “pierce the corporate veil” by alleging that the LLC is simply an alter ego of an officer, member or organizer and thus seek to hold that individual personally liable for plaintiff’s claims against the LLC.
Contact us to arrange an appointment to speak to one of our lawyers about creating a Member Control Agreement for your LLC.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Operating Agreements are flexible and can govern the operation of a limited liability company’s (LLC’s) business. Operating Agreements are discernible from Member Control Agreements because Member Control Agreements construe the rights of the LLC’s members and management of the LLC while Operating Agreements govern how business operations are conducted. Operating Agreements also determine provisions such as who governors and managers of the LLC will be, when and under what conditions meetings must or may be held, how voting occurs and who may vote. Operating Agreements are prudent from an operational standpoint and from a liability standpoint should a plaintiff attempt to “pierce the corporate veil” by alleging that the LLC is simply an alter ego of an officer, member or organizer and thus seek to hold that individual personally liable for plaintiff’s claims against the LLC.
Contact us to arrange an appointment to speak to one of our lawyers about creating an Operating Agreement for your LLC.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
A Buy-Sell Agreement is an agreement between shareholders of a corporation that governs what occurs when a shareholder’s ownership interests are to be transferred.
A Unit Transfer Agreement is an agreement between members of a limited liability company (LLC) that governs what occurs when a member’s ownership interests are to be transferred.
Buy-Sell and Unit Transfer Agreements frequently provide for a purchase price and purchase procedure for shares or membership units so that if a member or shareholder dies or otherwise leaves the business, then remaining shareholders or members are able to purchase the shares or membership units. Buy-Sell and Unit Transfer Agreements are a useful tool to provide for the continuation of business ownership over time. They are also a useful tool in allowing shareholders and members to control ownership of an entity.
Contact us to arrange an appointment to speak to one of our lawyers about creating a Buy-Sell or Unit Transfer Agreement.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Meeting Minutes are a record that is created during an entity’s meetings. This includes board of director meetings, governor meetings, shareholder meetings, officer meetings etc. Our attorneys frequently assist by educating boards about how to effectively create Minutes on their own. Our attorneys can also assist in the actual production of Minutes. It is important for an entity to maintain Minutes to document its meeting activities. Minutes are generally the record that is relied upon when determining whether an entity acted appropriately (within its bylaws, pursuant to proper procedures etc.)
Contact us to arrange an appointment to speak to one of our lawyers about creating Meeting Minutes.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Stock Registers are the records of a corporation’s stock. Membership Unit Registers are the records of a limited liability company’s (LLC’s) membership units. They include information such as who the owners of stock or membership units are and what amount of stock or units they own.
Stock and Membership Unit Certificates are physical documents (a piece of paper) demonstrating the ownership of a specific amount of corporate stock or an LLC’s Membership Units. Our attorneys can assist in the preparation of Stock and Membership Unit Registers and Certificates and frequently advise entities about how to maintain them after they are created.
Contact us to arrange an appointment to speak to one of our lawyers about Stock or Membership Unit Registers and Certificates.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
A merger occurs when two entities fuse together and form a new one. An acquisition occurs when one entity buys another. Our attorneys can assist in determining whether a merger or an acquisition should occur and also outline what the legal consequences of one or the other are.
Contact us to arrange an appointment to speak to one of our lawyers about mergers and acquisition.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Our attorneys are frequently involved in banking and commercial transactions. We represent both individuals and financial institutions. The types of transactions our attorneys are involved in include: lending agreements, loan sharing agreements, purchase agreements, financing agreements, repayment agreements, land development and construction loans, UCC Filings, etc.
Contact us to arrange an appointment to speak to one of our lawyers about banking and commercial transactions.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Our attorneys regularly prepare transaction documents for businesses. What those documents consist of varies based upon the type of transaction the business is attempting to close. Generally, business operators, officers or boards consult with our attorneys and inform them of what the business is attempting to accomplish. Then, our attorneys advise the business operators, officers or boards of the best type of transaction to accomplish the goal, how it should be structured and what documents are necessary for its completion.
Contact us to arrange an appointment to speak to one of our lawyers about transaction documents.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
Our attorneys regularly litigate businesses disputes. This litigation can include routine cases such as seeking judgments on behalf of or against entities or more involved litigation involving shareholder/member disputes and derivative actions. The process of initiating or defending a case or controversy begins with our attorneys meeting with individuals, corporate officers, members of an LLC or an entity’s board.
Minnesota Business Litigation Attorneys
Once our attorneys determine what is an issue, they advise those they have met with about what their options are, how they can be accomplished and what the best plan of action may be.
Contact us to arrange an appointment to speak to one of our lawyers about business litigation.
*This material is educational only, it does not constitute legal advice, it should not be relied on and it does not create an attorney-client relationship.
To arrange an appointment to speak to one of our lawyers about your Corporate or Business Law matter: