Business & Commercial Transaction Attorneys

The Legal Side of Business 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. 

Business & Commercial Transaction Attorneys - Klemp & Stanton

Business Law Services for MN 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.

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. 

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