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Hartwell & AmoryAttorneys · Kansas City

04 — Practice

The company on paper, as sound as the company in fact.

Most of the businesses we counsel are family businesses, which means the corporate work and the estate work are the same work viewed from two sides. We keep the operating agreement, the buy-sell, and the estate plan telling one consistent story.

A long wooden conference table in warm light, chairs squared and waiting

Formation done for the second decade, not the first week

Filing articles takes minutes; the value is in what governs afterward. We form Missouri and Kansas LLCs and corporations with operating agreements and bylaws written for the moments that actually test them: a member's death or divorce, a deadlock between equal owners, a partner who wants out, a partner who should be out. An operating agreement downloaded from the internet is silent on precisely these questions, and silence is the most expensive clause of all.

The buy-sell agreement, the estate plan's best friend

For a closely held company, a funded buy-sell agreement answers the question every co-owner's family will otherwise ask a probate judge: who owns this now, and at what price? We draft cross-purchase and redemption structures, coordinate the life insurance that funds them, and set valuation mechanisms that will hold up when used. Then we make sure the owners' estate plans and the agreement point the same direction, because a trust that owns membership units the operating agreement forbids it to hold is a dispute on a timer.

Succession, begun while it is still a choice

The best succession plans start five to ten years out, while the founder still has leverage, options, and time to train a successor. We structure gradual transfers to children active in the business, buyouts that are fair to the children who are not, key-employee purchases, and, where the right answer is a sale, we prepare the company so diligence finds order instead of surprises.

The steady work of a company's year

Beyond the milestone documents, we serve as outside counsel for the recurring needs of small companies:

  • Contract drafting and review: customer agreements, vendor terms, leases
  • Employment offer letters, restrictive covenants, and separation agreements
  • Member and shareholder resolutions, minutes, and annual maintenance
  • Purchases and sales of business assets and real estate
  • Registered agent changes, conversions, and multi-state registrations across the state line

Questions

Asked often, answered plainly

Missouri LLC or Kansas LLC?

Usually the state where the business actually operates; a company on the Kansas side gains little from a Missouri filing plus a foreign registration. For companies genuinely operating on both sides of State Line Road, we structure the registrations so annual maintenance stays simple.

We're 50/50 partners. Is that a problem?

It is the most common structure we see and the most common source of deadlock. The answer is not a different split; it is an operating agreement that says what happens when you disagree: a buy-sell trigger, a valuation method, and an exit path neither of you has to litigate to find.

What does a succession plan actually produce?

Typically: a revised operating agreement, a buy-sell or transfer agreement with a funding mechanism, any gifting or sale documents for the transition itself, and coordinated updates to the owners' estate plans. One binder, one story, no contradictions.

More across the whole practice: questions & answers