MN BUSINESS FORMS DESKBOOK WITH EFORMBOOK - LINKEDLAW
LinkedLaw Deskbook
ITEM #:  60093200   |   PUBLISHED:  NOVEMBER 10, 2021
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Minnesota Business Forms Deskbook with eFormbook, 1st Edition

Edited by J. Patrick Plunkett

The Deskbook is written and edited by experienced business law practitioners and includes 71 of their tried and true forms. The types of forms included are those that are used in establishing a business in general, LLCs, corporations, and partnerships; finance; employment; vendors and customers; transferring a business; dissolution; and conversion. Each form includes an overview of the form, an explanation of key provisions and potential pitfalls, a list of legal authorities, and a list of other relevant Minnesota CLE Deskbooks that provide a deeper dive into the topic. Most forms also include practice tips and author comments as well as optional text and descriptive variables to help you use and tailor the forms for your clients. The Deskbook also comes with the eFormbook feature! The forms discussed in the Deskbook are also available digitally for download via your Minnesota CLE website account.

An indispensable, practical guide for business practitioners, this Deskbook will prove to be a valuable resource in your library. Order yours today!

2021 UPDATE
This Update adds four forms to the Deskbook – Real Estate Loan Agreement, Phantom Stock Agreement, Long-Term Incentive Agreement, and Nondisclosure Agreement. The existing forms and their supplementary content have also been reviewed and updated as needed.


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CHAPTER 1 
Establishing A Business 
Reservation of Name; Certificate of Assumed Name/DBA; Amendment to Assumed Name; Cancellation of Assumed Name; Renewal and Reinstatement of Assumed Name; Abandoned Name Affidavit; Consent to Use Name; Letter to Legal Newspaper for Publication of Assumed Name; Legal Representation Agreement with a Business Entity; Consent to Dual Representation; Representation Agreement with a Conflict of Interest Waiver Provision; Applications for Federal and State Employer Identification Numbers; Application for S-Corporation Status; Internal Revenue Code Section 83(b) Election; Minnesota Sales and Use Tax Application 
– Paul M. Floyd, Leanna Longley, Karlen Padayachee & Justin Weinberg

CHAPTER 2
LLCs
Articles of Organization and Related Forms; Subscription Agreement; Writing of the Organizer and Initial Resolutions of Governing Authority; Operating Agreements for Single-Member LLC and Member-Managed LLC; Operating Agreement for Board-Managed LLC; Operating Agreement for Manager-Managed LLC; Statement of Authority 
– J. Patrick Plunkett & Allison M. Plunkett

CHAPTER 3
Corporations 
Articles of Incorporation: Common Shares (One Class); Articles of Incorporation: Common Shares (Voting and Non-Voting); Articles of Incorporation: Preferred Shares; Articles of Incorporation: Public Benefit Corporation; Articles of Incorporation: Professional Firm Requirements; Amendment to Articles of Incorporation; Subscription and Investment Agreement; Writing of The Incorporator; Initial Resolutions of the Board; Bylaws; Corporate Shareholder Buy-Sell Agreement; Corporate Shareholder Agreement; Voting Trust Agreement; Proxy
– Leanna Longley, Karlen Padayachee, Justin Weinberg & Donald C. Willeke

CHAPTER 4
Partnerships 
Statement of Partnership Authority; Statement of Denial; Statement of Qualification; Contribution Agreement; Written Consent of the Partners; Partnership Agreement 
– Molly A. Gherty & Elizabeth G. Roetker

CHAPTER 5
Finance 
Promissory Note; Guaranty; Loan Closing Checklist; Opinion of Borrower’s Counsel; Real Estate Loan Agreement 
– Gary C. Eidson & Erinn B. Valine

CHAPTER 6
Employment 
Executive Employment Agreement; Independent Contractor Agreement; Confidentiality, Non-Compete, and Non-Solicitation Agreement; Phantom Stock and Long-Term Incentive Agreements 
– V. John Ella, J. Patrick Plunkett & Allison M. Plunkett

CHAPTER 7
Vendors And Customers 
Standard Terms and Conditions for Sale of Goods; Standard Terms and Conditions for Sale of Services; Standard Terms and Conditions for Customers (Goods or Services); Software License Agreement; Software Development Agreement; Website Development Agreement 
– Michael R. Cohen & Zachary J. Crain

CHAPTER 8
Transferring A Business 
Letter of Intent – Asset Purchase Agreement; Letter of Intent – Stock Purchase Agreement; Letter of Intent – Merger; Preliminary Due Diligence Request List; Asset Purchase Agreement; Stock Purchase Agreement; Merger Agreement; Closing Checklist; Nondisclosure Agreement
– Heather L. Marx & Kristi Adair Zentner

CHAPTER 9
Dissolution 
Plan of Dissolution; Notice of Intent to Dissolve; Notice to Creditors; Articles of Dissolution 
– Margaret W. Sayre

CHAPTER 10
Conversion 
Plan of Conversion; Articles of Conversion 
– Margaret W. Sayre

Table of Authorities
Subject Index

CHAPTER 1
Establishing A Business 

  • Abandoned Name Affidavit
  • Amendment to Assumed Name
  • Application for S-Corporation Status
  • Applications for Federal and State Employer Identification Numbers
  • Cancellation of Assumed Name
  • Certificate of Assumed Name/DBA
  • Consent to Dual Representation
  • Consent to Use Name
  • Internal Revenue Code Section 83(b) Election
  • Legal Representation Agreement with a Business Entity
  • Letter to Legal Newspaper for Publication of Assumed Name
  • Minnesota Sales and Use Tax Application 
  • Renewal and Reinstatement of Assumed Name
  • Representation Agreement with a Conflict of Interest Waiver Provision
  • Reservation of Name

CHAPTER 2
LLCs 

  • Articles of Organization and Related Forms
  • Operating Agreement for Board-Managed LLC
  • Operating Agreement for Manager-Managed LLC
  • Operating Agreements for Single-Member LLC and Member-Managed LLC
  • Statement of Authority 
  • Subscription Agreement
  • Writing of the Organizer and Initial Resolutions of Governing Authority

CHAPTER 3
Corporations 

  • Amendment to Articles of Incorporation
  • Articles of Incorporation: Common Shares (One Class)
  • Articles of Incorporation: Common Shares (Voting and Non-Voting)
  • Articles of Incorporation: Preferred Shares
  • Articles of Incorporation: Professional Firm Requirements
  • Articles of Incorporation: Public Benefit Corporation
  • Bylaws
  • Corporate Shareholder Agreement
  • Corporate Shareholder Buy-Sell Agreement
  • Initial Resolutions of the Board
  • Proxy
  • Subscription and Investment Agreement
  • Voting Trust Agreement
  • Writing of The Incorporator

CHAPTER 4
Partnerships 

  • Contribution Agreement
  • Partnership Agreement 
  • Statement of Denial
  • Statement of Partnership Authority
  • Statement of Qualification
  • Written Consent of the Partners

CHAPTER 5
Finance 

  • Guaranty
  • Loan Closing Checklist
  • Opinion of Borrower’s Counsel 
  • Promissory Note
  • Real Estate Loan Agreement

CHAPTER 6
Employment 

  • Confidentiality, Non-Compete, and Non-Solicitation Agreement 
  • Executive Employment Agreement
  • Independent Contractor Agreement
  • Long-Term Incentive Agreement
  • Phantom Stock Agreement

CHAPTER 7
Vendors And Customers 

  • Software Development Agreement
  • Software License Agreement
  • Standard Terms and Conditions for Customers (Goods or Services)
  • Standard Terms and Conditions for Sale of Goods
  • Standard Terms and Conditions for Sale of Services
  • Website Development Agreement 

CHAPTER 8
Transferring A Business 

  • Asset Purchase Agreement
  • Letter of Intent – Asset Purchase Agreement
  • Letter of Intent – Merger
  • Letter of Intent – Stock Purchase Agreement
  • Merger Agreement
  • Closing Checklist
  • Nondisclosure Agreement
  • Preliminary Due Diligence Request List
  • Stock Purchase Agreement

CHAPTER 9
Dissolution 

  • Articles of Dissolution 
  • Notice of Intent to Dissolve
  • Notice to Creditors
  • Plan of Dissolution

CHAPTER 10
Conversion 

  • Articles of Conversion 
  • Plan of Conversion

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