Minnesota Company Legal Health Checklist
- Steven Cerny
- Jun 3
- 4 min read
Updated: Sep 4
Safeguard your Minnesota business by avoiding common legal pitfalls and by bringing your company up to date with current federal, state, and local laws. Minnesota businesses, business owners, human resources professionals, and management teams can use the following checklist as a starting point to identify areas that may need attention to minimize risk and reduce legal exposure. While this checklist is not an exhaustive summary of every issue that a company may wish to address, it covers many key areas that can result in legal disputes, financial losses, or other damage or harm to a company.
If you need assistance with compliance issues or risk areas that you have identified, or if you would like an attorney to conduct an audit and review of your company's processes, procedures, and operations, contact Minnesota business and employment attorney Steve Cerny.
General Corporate Matters
Did you file articles of organization / articles of incorporation with the state?
Did you file for an assumed name / DBA and complete publication requirements?
Do you have state and federal (EIN) tax ID numbers?
Did the organizer / incorporator designate ownership in a written action?
Do you have initial member / shareholder / governor minutes and actions?
Do you have an operating agreement / bylaws and a buy/sell agreement?
Do you have reminders to renew your company with the state each year?
Do you have all required licenses and registrations necessary to operate?
Do you hold scheduled corporate meetings and record minutes and actions?
Employee Relationships
Do your job postings and applications for employment contain questions, topics, or statements that are prohibited by law?
Do you limit interviews to legally permissible questions and topics?
Do you conduct background checks?
Does your offer letter define the position, rate of pay, at-will status, exempt/non-exempt status, state mandated leave, and for exempt employees weekly hours?
Are your exempt employees properly classified as exempt?
Do you have job descriptions that define the essential functions of the position, job duties, and responsibilities?
Do employees receive and sign the state required employee notice form when they are hired and when the terms of their employment change?
Do employees receive and sign an employee handbook that contains legally required policies, procedures, and notices?
Do you have policies relating to wage and hour laws, equal employment opportunity, discrimination, harassment, discipline, and accommodations?
Do you have employment agreements that contain confidentiality, trade secret, intellectual property, work-for-hire, and company property clauses?
Do key employees sign restrictive covenants, and if so, do those covenants comply with applicable law, and are they included with the job offer / promotion? (Note that laws governing non-competition and non-solicitation agreements have recently changes. These covenants may no longer be enforceable in certain states or for certain employees).
Do you comply with state and federal minimum wage and overtime laws?
Do you display required state and federal employee-rights posters and notices?
Did you register for workers' compensation and unemployment insurance?
Do you maintain wage and hour records, and personnel records that contain documents and notices signed by employees along with other records?
Are managers trained in state and federal employment laws?
Do you conduct exit interviews and offer separation agreements?
Independent Contractor Relationships
Do your contracts contain confidentiality, trade secret, intellectual property, work-for-hire, company property, indemnification, and non-solicitation clauses? (Note that laws governing non-solicitation agreements have recently changes. These covenants may no longer be enforceable in certain states or for certain workers).
Are your independent contractors properly classified?
Do your independent contractors carry insurance?
Business Relationships and Contracts
Do you have written contracts with customers, suppliers, and vendors?
Do your contracts contain exclusive jurisdiction and venue clauses, and attorneys' fees and costs clauses?
Taxes
Are you required to collect sales tax, and if so, are you collecting sales tax?
Have you considered whether an S-Corp. election would reduce your taxes?
Are you maximizing business-expense deductions and saving receipts?
Have you discussed methods to reduce taxes with your CPA (i.e., 401(k), IRA, health insurance, HSA, other fringe benefits)?
Have you considered whether a holding company would provide tax benefits?
Intellectual Property
Did you trademark your unique phrases, words, symbols, or designs?
Did you copyright your written works, photos, videos, or audio creations?
Do you have patent protection for your unique processes, methods, or products?
Do you follow set processes and procedures to protect trade secrets?
Risk Management
Do you have insurance, including CGL, E&O, EPLI, and an umbrella policy?
Do you comply with OSHA and implement workplace safety procedures?
Does an attorney conduct an annual review of your compliance with state and federal laws?
Does an attorney update your policies and procedures on an annual or more frequent basis to comply with changes to state and federal laws?
Do you have a succession plan, and up-to-date beneficiaries designated?
Is your company data, email, and key information backed up and secured?
Professional Advisors
Do you have a business and employment attorney?
Do you have a CPA and bookkeeper?
Do you have an insurance agent?
Do you have a business banker?
Do you have a financial advisor?
Get Help From a Business and Employment Attorney in Minnesota
If you would like an attorney to conduct an audit and review of your company's processes, procedures, and operations, if you are looking to form a company, or if you need assistance implementing best practices and procedures, contact Minnesota business and employment attorney Steve Cerny. Steve has over fifteen years of experience advising companies on business and employment law matters.
