Minnesota Franchise Forms - Minnesota Franchise Document

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Minnesota Franchise Forms FAQ Minnesota Franchise Online

What is a franchise?

There is a definition of a franchise which has been developed by the Federal Trade Commission. Basically, a franchise involves an owner of a trademark, trade name and/or copyright giving others a license under certain conditions to use these trademarks, trade names or copyrights in providing goods or services to the public. The franchisor is the party who grants the franchise, and the franchisee is the party who receives the franchise.

What is the legal relationship between a franchisor and franchisee?

Technically, the relationship between a franchisor and franchisee is a relationship between two independent contractors. Their rights are determined by the franchise agreement. A franchise then is not a separate business entity, but is a business relationship between two separate business organizations such as a sole proprietorship, a corporation, or a partnership. The relationship between the franchisor and franchisee is controlled by the franchise contract. A corporation, sole proprietorship, or partnership may own the franchise contract or may be the entity entering into the franchise contract.

What laws govern franchises?

There are laws that restrict termination of some franchises. In some states, prior notice of termination is required. Owners of automobile dealership franchises are protected from termination of their dealerships in bad faith. This protection is provided by the Federal Automobile Dealers Franchise Act.


What are Articles of Incorporation?

Articles of Incorporation are important legal documents that a business needs to file in order to become a corporation. These documents outline the basic conditions and rules that the corporation will follow. In Minnesota, the Articles of Incorporation need to include certain information like the name of the corporation, the purpose of the business, the registered agent, the number of authorized shares, and more. These documents are critical as they officially establish the corporation and protect both the business owners and shareholders by setting clear guidelines for the company's operations.


What to Include in Articles of Incorporation

Articles of Incorporation are legal documents that outline the information about a corporation and its establishment. In Minnesota, the Articles of Incorporation should include certain important details. Firstly, it should include the corporation's name along with an identification number unique to it. Secondly, the registered office address, which is the official location of the corporation, must be stated. Additionally, the Articles should mention the name and address of the initial registered agent responsible for receiving legal documents on behalf of the corporation. It should also include the purpose of the corporation's formation, specifying the type of business it intends to engage in. Lastly, the Articles of Incorporation should outline the number of authorized shares the corporation is allowed to issue, the classes of shares, and their par value if applicable. Remember, these are just the essentials, and it's crucial to comply with Minnesota's specific guidelines when preparing Articles of Incorporation.


1. Full Name of Corporation

The full name of our corporation is Minnesota Manufacturing Company. We chose this name because it clearly represents our location, which is in the state of Minnesota. We believe in keeping things simple and straightforward, which is why we use human words and state phrases to describe our corporation. By doing so, we want to ensure that anyone who hears our name understands exactly who we are and where we operate. It's important for us to be transparent and easily accessible to our customers and community.


2. Principal Place of Business

The Principal Place of Business refers to the primary location where a company carries out its day-to-day operations and makes important decisions. In Minnesota, the Principal Place of Business indicates the main office or headquarters of a company located within the state's geographical boundaries. This is significant because it determines the legal jurisdiction where the company is governed, regulated, and accountable to the state's laws and regulations. Additionally, it is where the company's leaders and key personnel are typically based, and where crucial administrative, managerial, and operational activities are conducted.


12. Limitation of Director’s Liability

In Minnesota, there are some limitations to the liability of directors in a company. This means that directors are not always personally responsible for the debts or legal issues of the company they oversee. However, there are some important conditions to keep in mind. Directors can still be held liable if they engage in fraudulent activities or show gross negligence in their duties. Additionally, they may be held responsible for unpaid wages or benefits owed to employees. Overall, these limitations help protect directors from excessive personal liability, allowing them to focus on their role in running the company.