Minneapolis–St. Paul Business & Commercial Transaction Attorneys
Twin Cities Business Transactions Done Right from the Start
Starting a business, buying one, growing and protecting one or selling one — every stage of the business lifecycle comes with important legal decisions that can either set you up for success or create problems down the road. The difference usually comes down to whether you had the right guidance at the right time – when it mattered.
At Klemp & Stanton, we’ve been working with Minnesota business owners and entrepreneurs for more than 35 years. Our clients range from sole proprietors forming their first LLC to established companies negotiating complex acquisition or sale agreements.
Whatever stage you’re at, we take the time to understand your business, explain your options clearly, and make sure the legal work we perform actually serves your goals and meets your expectations.
94
Years of legal experience
10,000+
Clients served
95%
Clients from referrals
Business Law Services for Twin Cities Metro Area Companies & Entrepreneurs
Contracts & Agreements
A contract is only as good as the language it contains. Vague terms, missing provisions, or boilerplate clauses that don’t reflect your actual transaction can leave you exposed in ways you won’t discover until something goes wrong – perhaps years down the road.
We draft, review, and negotiate a wide range of business contracts and commercial agreements, including:
- Business and asset purchase agreements
- Shareholder, member control, and partnership agreements
- Buy-sell agreements and stock redemption agreements
- Employment agreements, non-solicitation and confidentiality agreements
- Commercial and residential leases and licensing agreements
- Loan documentation, promissory notes, and security agreements
- Distribution, royalty, and commission agreements
Whether you’re entering a new business relationship, restructuring an existing one, or trying to understand what you’ve already signed, we’ll make sure you know exactly what you’re agreeing to — and what happens if the other side doesn’t hold up their end of the deal.
Corporations, LLCs & Partnerships
Choosing the right business structure is one of the most important decisions you’ll make as a business owner — and one that’s much easier to get right at the beginning than to fix later. The entity you choose affects your personal liability, your tax position, how you bring in partners or investors, and how you eventually exit the business.
We help clients form and structure all types of business entities, including:
- Corporations (S-Corp and C-Corp)
- Limited Liability Companies (LLC and PLLC)
- Limited Liability Partnerships (LLP and PLLP)
- General and limited partnerships
- Professional corporations and associations
- Joint Ventures
But formation is just the beginning. We also help existing businesses restructure when circumstances change — bringing in new partners or shareholders, transitioning from a sole proprietorship to an LLC or corporation, dissolving a partnership, or reorganizing to account for growth or succession.
Selecting the right structure depends on your short and long-term goals, your current and anticipated tax position, and the nature of your business. We’ll work through those factors with you and recommend the structure that makes the most sense — not just for today, but for where you want to be in five or ten years.
Purchase & Sale Agreements
Buying or selling a business — either it assets or its equity (i.e. stock) — is one of the most significant transactions a business owner will ever undertake. The stakes are high on both sides, and the details matter enormously. Many deals are either won or lost in the fine print.
We handle all aspects of business purchase and sale transactions, including:
- Asset and equity acquisition and sale agreements
- Business entity purchase agreements
- Due diligence review and guidance
- Creation and review of organizational documents including articles of incorporation, bylaws, operating agreements, shareholder agreements and member control agreements
- Mergers and acquisitions
- Transition planning and post-closing obligations
Whether you’re buying a business for the first time or selling one you’ve spent decades building, we’ll make sure the definitive agreement and related documentation reflects the deal you actually negotiated — and protects you from surprises and unintended consequences that can surface after closing.
Shareholder Matters
When a business has more than one owner, disagreements are inevitable. What matters is whether you have the right agreements in place before those disagreements arise — and the right legal counsel when they do.
We help business owners structure ownership arrangements that are clear, fair, and built to handle the unexpected, including:
- Shareholder and member control agreements that define decision-making authority and voting rights
- Buy-sell agreements that establish what happens when an owner wants to exit, becomes incapacitated, or dies
- Stock redemption and cross-purchase agreements
- Minority shareholder rights and dispute resolution
- Partner and shareholder dispute negotiation and litigation
A well-drafted shareholder agreement won’t prevent every conflict, but it will make sure that when conflicts arise, there’s a clear path forward that doesn’t require a courtroom to resolve.
Contract Disputes & Debt Collection
Even carefully written contracts get disputed. And even reliable business relationships sometimes end with unpaid invoices, undelivered services, or broken agreements. When that happens, you need attorneys who can assess your position honestly, advise you on the most cost-effective path forward, and represent you effectively whether that means a demand letter, negotiation, mediation, or litigation.
We effectively handle commercial contract disputes and business debt collection matters including:
- Breach of contract claims between businesses or individuals
- Commercial and residential lease disputes
- Non-compete, non-solicitation and confidentiality agreement enforcement
- Shareholder, equity-owner, and partnership disputes
- Business debt collection, including obtaining and enforcing money judgments
- Wage garnishment and asset collection
We’ll always tell you upfront whether your matter is better suited for negotiation, mediation, or litigation — and a range of pricing for what each path is likely to cost. Our goal is to resolve your dispute as efficiently as possible, without unnecessary stress and legal fees on either side.
What to Include in a Business Transaction Checklist?
Whether you’re purchasing a business, negotiating a major contract, or preparing to sell your company, understanding the details of the transaction before signing is essential.
While every transaction is different, there are several important areas Minnesota business owners should review.
Understand the Parties and the Transaction
Start by identifying exactly who is involved, what is being purchased or transferred, and what each party is responsible for providing. This includes confirming the legal names of the businesses involved, ownership authority, and the specific assets or obligations covered by the agreement.
Review Financial and Legal Obligations
Before committing to a transaction, it’s important to understand any existing liabilities, outstanding debts, contractual obligations, or restrictions that could affect the deal.
Depending on the circumstances, this review may include:
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Existing customer, vendor, and employment agreements
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Outstanding loans, liens, and other financial obligations
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Commercial leases and real estate interests
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Pending litigation or unresolved business disputes
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Required licenses, permits, and regulatory approvals
These issues can influence the purchase price, negotiation strategy, and overall structure of the transaction.
Establish Clear Terms and Expectations
A well-drafted agreement should explain what each party is agreeing to do, when those obligations must be fulfilled, and what happens if something goes wrong.
Payment terms, deadlines, representations and warranties, termination provisions, and dispute resolution procedures should all reflect the actual transaction rather than relying on generic contract language.
Plan for What Happens After Closing
Completing a transaction doesn’t always mean the parties’ obligations are finished. Business acquisitions and sales may involve ongoing payments, ownership transitions, employee matters, or post-closing responsibilities.
Addressing these details before closing can help prevent disagreements after the transaction is complete.
For additional guidance, see our articles on buying a business in Minnesota and what should be included in a business contract.
When Do You Need a Minneapolis Business Transaction Attorney?
Not every business decision requires an attorney, but some carry legal and financial consequences that can affect your company for years. Whether you’re starting a new venture or managing an established business, involving a business transaction attorney before making a major commitment can help you understand the risks and avoid problems that are difficult to resolve later.
Minnesota business owners often benefit from legal guidance when:
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Starting or restructuring a business: Choosing between an LLC, corporation, or partnership, preparing organizational documents, and establishing ownership responsibilities.
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Buying or selling a business: Reviewing purchase agreements, conducting due diligence, negotiating terms, and addressing liabilities that may transfer with the transaction.
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Entering significant contracts: Negotiating agreements with customers, vendors, lenders, or business partners that create substantial financial or operational obligations.
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Adding or removing business owners: Updating ownership agreements, negotiating buyouts, and establishing procedures for transferring ownership interests.
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Planning for business succession: Preparing for retirement, transferring a business to family members, or establishing a plan for an eventual sale.
For many Minneapolis–St. Paul businesses, legal questions don’t arise in isolation. A new partnership may require changes to existing contracts, while an acquisition could involve financing, commercial leases, and employment agreements.
Working with a Minnesota business attorney who understands how these issues fit together can help you make decisions that support both your immediate needs and long-term plans.
Why Choose Klemp & Stanton for Business Transactions?
Business transactions involve more than getting documents signed. They require an understanding of what you’re trying to accomplish, where potential problems may arise, and how the terms of an agreement could affect your business down the road.
For more than 35 years, Klemp & Stanton has worked with Minnesota businesses at different stages of development, from entrepreneurs forming their first companies to established owners negotiating acquisitions, sales, and other significant transactions.
Our approach is built around a few straightforward priorities:
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Understanding your business: We take the time to learn how your company operates, what matters to you, and what you want the transaction to accomplish.
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Explaining your options clearly: You should understand the agreements you’re signing, the obligations you’re accepting, and the potential consequences of different decisions.
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Identifying problems early: We look for unclear terms, unnecessary risks, and issues that could lead to disputes or unexpected costs.
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Building lasting relationships: Many business owners need legal guidance at multiple stages of their company’s development. We value the opportunity to remain a trusted resource as those needs evolve.
From our Mendota Heights office, we work with businesses and entrepreneurs throughout Minneapolis, St. Paul, and the surrounding Twin Cities communities.
Whether you’re preparing for your first major business transaction or negotiating the sale of a company you’ve spent years building, our goal is the same: to provide practical legal guidance that protects your interests and helps you move forward with confidence.
FAQs About Business & Commercial Transactions
Do I really need a lawyer to form an LLC in Minnesota?
You’re not legally required to use an attorney, but online formation services and artificial intelligence won’t help you draft an effective operating agreement, obtain advice on tax implications, or flag issues that could create problems later. Getting the structure right from the start is almost always less expensive than fixing it after the fact.
What's the difference between an LLC and an S-Corp in Minnesota?
Both offer personal liability protection, but they’re structured and taxed differently. An LLC is generally more flexible and simpler to maintain, while an S-Corp can offer payroll tax advantages for owners who pay themselves a salary. The right choice depends on your income level, number of owners, and long-term plans.
What should be in a business purchase agreement?
At minimum, a solid agreement should accurately identify the parties to the agreement, address the purchase price and payment terms, exactly what assets or equity are being transferred, what obligations are being assumed or performed, representations and warranties from both sides, indemnification provisions, any non-compete or non-solicitation obligations on the seller, and transition arrangements. Vague or missing provisions in any of these areas can create significant problems after closing.
What happens if someone breaches a contract with my business?
Your options typically include demanding performance, seeking damages, or pursuing termination of the agreement. Before taking action, it’s worth having an attorney review the contract and assess what the agreement actually allows, what you can prove, what remedies are realistically available, and what you can reasonably be expected to spend.
How does business debt collection work in Minnesota?
The first step is typically a formal demand — a letter from an attorney tends to prompt payment more reliably than one from the business itself. If that doesn’t resolve it, we can file suit, force mediation, obtain a judgment, and if necessary garnish bank accounts. other assets, or wages to collect what’s owed.
Can a shareholder agreement prevent disputes between business partners?
A well-drafted shareholder or member control agreement won’t prevent every disagreement, but it can prevent most disputes from becoming major legal problems. Establishing in advance how decisions get made, how ownership transfers, and what happens when an owner exits eliminates much of the uncertainty that leads to conflict.
Let's Talk About Your Business
Whether you’re forming a new entity, negotiating a contract, amending a contract to meet your current needs, or dealing with a dispute, we’re ready to help you think it through. Our initial consultation is free and comes with no obligation. Call us at (651) 310-1400 or contact us online to schedule a time that works for you.
News + Insights
What Is an Indemnification Clause and Why Is It Important?
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What Is a Purchase Agreement and Why Does It Matter?
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Buying Commercial Real Estate: Legal Issues to Consider Before Closing
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LLC vs. Corporation: Choosing the Right Business Entity in Minnesota
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Buying a Business in Minnesota: What You Should Know Before You Sign
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Business Contract Checklist: Key Terms to Include and Common Mistakes to Avoid
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