Deciding the business entity under which to incorporate is an important decision that may have future ramifications. Whether you are contemplating incorporating as an S corporation or an LLC, we will work with you to determine which entity is in your best interest.  We assist clients with business formation and transactions, including registration of business, business incorporation, smart business start-up, small business profit growth, the purchase of a business, and business negotiations.  We provide business legal services throughout Minnesota, however, our primary service area includes northern Minnesota and the communities of Virginia, Hibbing, Ely, Grand Rapids, Bemidji, Cloquet, International Falls, and Duluth.  Our Business Attorneys regularly engaged in the following types of matter:

Selection of Business Entity- One of the fundamental decisions facing any new business owner is choosing the form of the organization.  Our attorneys will assist you in selecting the entity most suitable for your business needs.  Our attorneys will explain the advantages and disadvantages of the following common types of legal business entities:

• Sole Proprietorships- a business owned by only one individual and does not offer limited liability to the owner. A sole proprietorship is not considered a separate entity for tax or legal purposes. The owner of a sole proprietorship must file their business name with the Minnesota Secretary of State if the business name is different than the owner's name.
• General Partnerships- formed automatically when two or more persons engage in an activity for profit. The members of a general partnership are jointly and severally liable for the debts of the business. The only requirements courts look at when determining if a general partnership has been created are if they business owners activities are “continuous, considerable, and regular” and motivated for profit.
• Limited Liability Companies-  A limited liability company (LLC) is a form of business organization that is designed to combine the tax treatment of a sole proprietorship or partnership with the limited liability characteristics of a corporation. A limited liability company may have one or more owners, who are called “members.” LLC’s can elect to be taxed as (1) a sole proprietorship, (2) a partnership, (3) a corporation, or (4) an S-Corp, as long as the LLC meets legal requirements and files the proper documents. Dentists, doctors, attorneys, pharmacists, engineers, accountants, architects, social workers, registered nurses and veterinarians often use an LLC as a vehicle to form a professional firm.
• Assumed Names- the purpose of an assumed name is to provide notice to the public of the true ownership interest of a business entity. If the business name does not convey the true ownership of the business, the owner is required to file a Certificate of Assumed Name with the Secretary of State.
• C- Corps- treated as a separate entity for federal and state tax purposes. It provides its owners with limited liability protections for tort and contract damages. A type C and type S corporation are filed and operate the same way, the main difference is how they are treated for tax purposes. The disadvantage of a C corporation is, that in some cases, the entity may face double taxation.  The entity is taxed at the corporate tax rate, then the shareholders are taxed on the dividends from the corporation.
• S- Corps-  formed and operated the same way as a C corporation, but is treated differently for tax purposes. In most cases, S corporation shareholders, rather than the corporation itself, are taxed on the profits of the corporation.
• Other entities- selecting the ideal form of business entity can achieve tax efficiencies for the business and help it for future growth.  Choosing the best form of business entity requires not only understanding the different aspects of partnerships, LLC's, C corporations and S corporations, but more importantly, designing a structure to accomplish the owners' specific goals. Some goals may include maintaining control, raising capital, incentives to employees, and eventually providing for a smooth transition in ownership and management.

The Operation of the Business- Our lawyers counsel clients with regard to the day to day operations of their business.   We become familiar with the business methods and objectives of our clients.  Accordingly, when our clients make business decisions, they often seek our legal counsel to proactively consider possible ramifications. Our goal is to become your legal partner and trusted advisor. We routinely draft contracts, letters of intent, non-competition agreements and leases for our business clients. Contact our office to speak with an experienced lawyer today.

Sale and Purchase of a Existing Business- Buying or selling a business can be an extremely complicated endeavor.  At Klun Law Firm, our attorneys can help you buy or sell a business.  If you are selling the business, in addition to obtaining a fair value, you want to insure that you limit/eliminate your potential liabilities following the sale so that you can move forward. If you are buying a business, you want to ensure that you have full disclosure of all aspects of the business. In addition to financial disclosure, you want to know what, if any, liabilities are associated with the business. Further, you want to ensure that the agreement provides you with protection from liabilities.  Our goal is to help you structure your commercial transaction to maximize your gain and minimize your liabilities and tax consequences.

Succession Planning- Business owners need to ensure that their business relationship is clearly defined and that they properly plan for their retirement and/or sale of their company. This can be accomplished through operating agreements, shareholder agreements, and many times most importantly, buy-sell agreements. We can help your business prepare for "bumps" in the relationship between corporate owners and coordinate succession planning.  Klun Law Firm has represented generation of owners these types of transitions, we look forward to assisting your business and ensuring the success of your business in the future.

Nonprofit Organizations- Our attorneys have assisted in the formation and management of dozens of non-profit organizations.  Minnesota not-for-profit organizations are governed under state and federal statutes, state and federal regulations (e.g. MN Dept. of Revenue and IRS), and various other legal authorities. Non-profit law in Minnesota (MN) requires careful legal compliance to protect an organization’s non-profit status or tax-exempt status.  We represent nonprofits of all sizes and types, and help their entity organize and maintain their nonprofit organization.  We provide advice and counsel specific to nonprofit in:

• Formation- selection of type of legal entity and structure of tax-exempt foundations, 501 (c) 3 designations
• Management- corporate maintenance, minutes and filings, mandatory public disclosure documents, codes of ethics, director fiduciary duty and liability, limits on lobbying and political activity, removing unwanted directors, and conflicts of interest.
• Financing- advice on fundraising, development programs, major donor issues
• Tax- tax issues including exemption and audits, tax planning, IRA application for letter of ruling on proposed transactions

Commercial Litigation- Our primary goal is to avoid costly litigation of disputes, however, occasionally we need to represent our clients in court.  The attorneys at Klun Law Firm have the breadth and depth of experience to handle the prosecution or defense of real estate disputes.  Our attorneys have the experience and skills to win the case. From our home in Ely, Klun Law Firm provides legal services throughout the state of Minnesota.This includes the Minneapolis and St. Paul metro area, along with northeastern Minnesota: the communities of Virginia, Hibbing, Ely, Grand Rapids, Bemidji, Cloquet, International Falls, and Duluth. Contact our office to speak with an experienced lawyer today.