Sell My Business Lawyer in Minnesota

Acquisition Stars advises buyers and sellers on sell my business lawyer matters across Minnesota.

Serving 11 markets across Minnesota. Alex Lubyansky on every engagement.

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Sell My Business Lawyer Practice in Minnesota

Acquisition Stars advises buyers and sellers on sell my business lawyer matters across Minnesota. Alex Lubyansky handles every engagement personally, bringing 15+ years of M&A experience to transactions of varying complexity, from lower-middle-market deals to multi-party structures. Minnesota banned non-compete agreements for most employees effective January 1, 2023. Existing agreements are not automatically voided, but new restrictions signed after that date are void. The ban applies to Minnesota employees regardless of choice-of-law provisions. Whether you are acquiring a business, selling a company you have built, or navigating a complex transaction, the firm's approach is the same: one experienced attorney on every deal, no handoffs to junior associates.

Minnesota Transaction Considerations

  • Minnesota's complete ban on non-competes (effective July 2023) means target companies cannot retain employee non-compete covenants post-acquisition, fundamentally changing workforce retention strategies
  • Minnesota's 9.8% corporate franchise tax is among the highest in the nation and drives significant deal structuring to minimize Minnesota-sourced income
  • Minnesota requires mandatory combined reporting for unitary groups, which can pull in income from affiliates not directly operating in Minnesota

Discuss Your Minnesota Transaction

Share the basics. Alex reviews every inquiry personally and responds within one business day.

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Minnesota Legal Framework for Business Sale Law

Non-Compete Agreements

Banned entirely (effective July 2023). Sale-of-business exception for 25%+ owners.

Banned effective July 1, 2023. Minnesota Statutes Section 181.988 voids all non-compete agreements entered into after July 1, 2023, with a narrow exception for the sale of a business (where the restricted party has an ownership interest of at least 25%). Non-solicitation and confidentiality agreements remain enforceable.

Tax Considerations

Minnesota imposes a 9.8% corporate franchise tax, one of the highest in the country. The state uses mandatory combined reporting for unitary groups, single-factor sales apportionment, and market-based sourcing. The high rate significantly affects deal structure and often drives structuring to minimize Minnesota-sourced income.

Filing Requirements

Entity mergers and conversions are filed with the Minnesota Secretary of State. Annual renewals are required. The Department of Revenue requires tax clearance for asset purchases. Regulated industries (insurance, banking, utilities) require separate approvals.

Bulk Sales / Asset Purchases

Minnesota has repealed UCC Article 6 (Bulk Sales). Minnesota Statute Section 270C.58 requires buyers of business assets to withhold a sufficient amount of the purchase price to cover the seller's unpaid state taxes, unless a tax clearance certificate is obtained from the Minnesota Department of Revenue.

Sell My Business Lawyer in Minnesota: Frequently Asked Questions

Does Acquisition Stars handle business sale law matters throughout Minnesota?

Yes. Acquisition Stars is a nationwide M&A and securities law firm. Alex Lubyansky represents clients in Minnesota directly, handling every engagement personally without delegating to junior attorneys. We work with clients in every major metro and smaller markets throughout the state.

How do Minnesota non-compete laws affect business acquisitions and sales?

Banned effective July 1, 2023. Minnesota Statutes Section 181.988 voids all non-compete agreements entered into after July 1, 2023, with a narrow exception for the sale of a business (where the restricted party has an ownership interest of at least 25%). Non-solicitation and confidentiality agreements remain enforceable.

What are the key Minnesota tax considerations in a business transaction?

Minnesota imposes a 9.8% corporate franchise tax, one of the highest in the country. The state uses mandatory combined reporting for unitary groups, single-factor sales apportionment, and market-based sourcing. The high rate significantly affects deal structure and often drives structuring to minimize Minnesota-sourced income.

Does Minnesota have a Bulk Sales Act that affects asset purchases?

Minnesota has repealed UCC Article 6 (Bulk Sales). Minnesota Statute Section 270C.58 requires buyers of business assets to withhold a sufficient amount of the purchase price to cover the seller's unpaid state taxes, unless a tax clearance certificate is obtained from the Minnesota Department of Revenue.

What should Minnesota business owners look for in an M&A attorney?

Look for an attorney with genuine transaction experience, not just corporate formation work. Verify that the attorney has handled deals similar in size and structure to yours. In Minnesota, confirm the attorney understands state-specific issues including Minnesota's non-compete framework, successor liability rules, and any industry-specific regulations. At Acquisition Stars, Alex Lubyansky personally handles every engagement, which means you get direct access to the same attorney from letter of intent through closing.

Ready to Discuss Your Minnesota Deal?

Alex Lubyansky handles every business sale law engagement personally.

15+ years of M&A experience. Nationwide practice. One attorney on every deal.

Request Engagement Assessment

We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

One attorney on every deal. Nationwide. 15+ years of M&A experience.