A Minnesota Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation is a legally binding contract that outlines the specific terms and conditions regarding the distribution of profits or dividends among shareholders in a close corporation based in the state of Minnesota. This agreement is specifically designed for close corporations, which are privately-held companies with a limited number of shareholders. Key elements within this agreement include the allocation of dividends, which refers to the manner in which the profits generated by the corporation are distributed among the shareholders. Unlike traditional corporations that typically distribute dividends based on the proportion of each shareholder's ownership stake, a close corporation can have special provisions in its shareholders' agreement that deviate from this standard practice. These provisions can be designed to meet the specific needs or arrangements of the shareholders involved. There can be different types of Minnesota Shareholders' Agreements with Special Allocation of Dividends among Shareholders in a Close Corporation, tailored to suit various circumstances or preferences. Some common types may include: 1. Proportional Allocation Agreement: This type of agreement ensures that dividends are distributed among shareholders in proportion to their ownership stakes within the close corporation. It adheres to the principle of reflecting the extent of ownership when allocating profits. 2. Special Allocation Agreement: In contrast to proportional allocation, this type of agreement allows for the special allocation of dividends among shareholders based on predetermined criteria. Such criteria could include differentiation based on the shareholder's role within the corporation, their contribution to the company's success, or any other agreed-upon factors. 3. Performance-Based Allocation Agreement: This type of agreement ties the allocation of dividends to the individual or collective performance of the shareholders. It may involve metrics such as sales targets, revenue growth, or profitability of the company. 4. Founder's Allocation Agreement: This agreement type caters to situations where a founder or key shareholder wants to retain a higher percentage of the dividends due to their integral role in starting or establishing the business. It often factors in the significant contributions made by the founder in terms of capital investment, intellectual property, or expertise. When drafting a Minnesota Shareholders' Agreement with Special Allocation of Dividends among Shareholders in a Close Corporation, it is crucial to consult with legal professionals specializing in corporate and contractual law. They can ensure that the agreement aligns with Minnesota's specific legal requirements, safeguarding the rights of all shareholders involved while promoting transparency, fairness, and operational efficiency within the close corporation.