Editor: J. Patrick Plunkett
The Deskbook is written and edited by experienced business law practitioners and includes 74 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 law practitioners, this Deskbook will prove to be a valuable resource in your library. Order yours today!
2024 UPDATE
This Update adds two forms to the Deskbook – Multi-Tenant Lease Agreement and Single Tenant Net Lease Agreement. The existing forms and their supplementary content also have been updated generally and to reflect changes to the law on noncompete agreements.
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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; Certificate of Limited Partnership; Limited Partnership Contribution Agreement; Limited 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; Non-Solicitation and Confidentiality 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
CHAPTER 2
LLCs
CHAPTER 3
Corporations
CHAPTER 4
Partnerships
CHAPTER 5
Finance
CHAPTER 6
Employment
CHAPTER 7
Vendors And Customers
CHAPTER 8
Transferring a Business
CHAPTER 9
Dissolution
CHAPTER 10
Conversion
CHAPTER 11
Real Estate
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