Business Lawyer in Union, MO
Schmanke Law Firm works with business owners across Franklin County on the legal side of running a company. That includes setting up an LLC, writing and reviewing contracts, handling a purchase or sale, and sorting out disputes. Owners usually call when something specific comes up. It might be an agreement they're uneasy about signing, a partner who wants out, or a customer who won't pay. Because the firm also does estate planning, it can look at how a business fits into an owner's long-term plans.
Starting a company or bringing in another owner
Setting up an LLC in Missouri starts with filing articles of organization with the Secretary of State, which includes naming a registered agent to receive legal papers for the company. That filing creates the company. It doesn't settle how the company will actually run.
The harder questions come from the people involved. Who owns what percentage? Who makes day-to-day decisions, and which decisions need everyone's agreement? What happens if one owner wants out, stops contributing, or dies? Can an owner sell their share to someone the others don't know?
Missouri law requires an LLC to have an operating agreement, and that's where these answers belong. We help owners think through those questions and put the answers in writing, whether the company is brand new or has been running for years without a real agreement. The same goes for adding a new owner to an existing business.
Contracts you're signing or sending
A contract review usually starts with a practical question. What am I actually agreeing to here? When we review an agreement, we look at what each side has to do, what happens if one side doesn't, how the agreement can be ended, and who carries the risk if something goes wrong. We point out terms that could cost you more than you expected, such as automatic renewals, personal guarantees, or broad indemnity clauses, and suggest changes you can ask for.
The terms that govern a future disagreement matter too. Provisions involving jury trials, where a dispute must be heard, limitations on damages, and attorney's fees can have a significant impact if a disagreement arises later. Addressing those terms before a contract is signed can save a business time and money down the road.
We also draft contracts from scratch. That might be a standard agreement you use with customers, a contract with a vendor, or a one-time deal. A written contract won't prevent every disagreement, but it gives both sides a clear record of what was agreed.
Buying or selling a business
In a business sale, the purchase agreement decides what actually changes hands. That might be the whole company, or only certain assets like equipment, inventory, the business name, and customer accounts.
On the buyer's side, we look at what you're getting and what you might be taking on, such as existing debts, leases, or contracts that don't transfer automatically. On the seller's side, we look at how and when you get paid, what promises you're making about the business, and what obligations follow you after closing. In either case, we prepare or review the purchase agreement and the documents that go with it.
When a business relationship turns into a dispute
Some matters come in after something has already gone wrong. A customer won't pay. A vendor didn't deliver. Co-owners disagree about money or the direction of the company.
We start by reading the agreements and records to see where you stand. Many disputes are resolved through a demand letter or negotiation. When they aren't, we represent business owners in court. Missouri sets deadlines for filing lawsuits, and they vary depending on the type of claim, so it's better not to wait long before having someone look at the situation.
Planning for an owner's retirement or death
Business owners often have most of their wealth tied up in the company. What happens to the business when you retire or die depends on the company's ownership agreements and your own estate plan, and the two need to line up.
We help owners plan for who takes over, how an owner's share is valued, and how it passes to family or is bought out by the remaining owners. This work often happens alongside Estate Planning.
What working with a business lawyer looks like
You don't need to know what document you need before calling. Most owners describe the situation, and the right paperwork becomes clear from there.
Much of the work happens before anything is signed. A lawyer explains what an agreement means, spots problems in a proposed deal, drafts documents that match what the parties actually intend, and handles the filings. When a problem has already developed, the lawyer works out where you stand and what your options are.
Frequently Asked Questions
Do I need a lawyer to start an LLC in Missouri?
Missouri doesn't require one. Anyone can file articles of organization with the Secretary of State.
The filing itself is short. What owners usually want help with is everything around it, especially the operating agreement and how ownership and decision-making will work. That's particularly true when there's more than one owner.
Does my LLC need an operating agreement?
Missouri law requires the members of an LLC to adopt one. It isn't filed with the state, and the statute doesn't strictly require it to be in writing, but an unwritten agreement is hard to prove if owners later disagree about what they decided. A single-owner LLC should have one too. It can matter when the owner brings in a partner, sells the company, or dies.
Can a lawyer review a business contract before I sign it?
That's one of the most common reasons business owners call. We'll go through the agreement with you, explain what the important terms mean in practice, and point out anything you may want to change or ask the other side about before signing.
What should an agreement between business owners cover?
It depends on the business, but most agreements address ownership percentages, who manages what, how profits are distributed, and how major decisions get made. The provisions owners most often wish they'd included cover what happens when someone wants to leave, stops participating, becomes disabled, or dies, and how their share would be valued and bought out.
When should I contact a business lawyer?
Usually before signing something significant, when starting a company, when ownership is changing, or when you're buying or selling a business. It also makes sense to call when a disagreement with a customer, vendor, or co-owner looks like it isn't going to resolve on its own. Plenty of routine business decisions don't need a lawyer at all.
Talk With a Business Lawyer in Union
If you're starting a company, looking at an agreement, planning a sale or purchase, or dealing with a dispute, schedule a free consultation at our Union office at 301 East Main Street. Appointments are also available at our Owensville office.