Operating agreements, purchase and sale agreements, vendor contracts, and partnership structures — protecting our clients' interests at every stage of a business transaction, from term sheet to closing.
A business built on poorly drafted agreements is a business built on uncertainty. Operating agreements that fail to address ownership disputes, purchase agreements that leave liability exposure unresolved, and vendor contracts that don't reflect the actual terms negotiated — these are among the most common and costly errors small business owners make.
Municipal Licensing Group provides business contracting advisory for small and mid-size business owners across Chicago and the suburbs. We advise on the preparation and review of operating agreements, purchase and sale agreements, partnership structures, vendor and supplier contracts, commercial lease advisory, and other key business agreements. Our focus is on ensuring that every agreement our clients sign accurately reflects the deal they negotiated — and protects their interests if the relationship deteriorates.
We are not a law firm and do not provide legal advice. Our advisory role is to advise on business contracting structure, help clients understand what agreements they need, review contracts for material terms and concerns, and refer clients to qualified business attorneys for final legal review and execution where needed.
An LLC operating agreement is the foundational governance document for every Illinois limited liability company. It governs member rights and responsibilities, profit and loss allocation, voting procedures, management structure, buy-sell provisions, and what happens when a member wants to exit, becomes incapacitated, or dies. Illinois law does not require an operating agreement, but operating without one — or with a generic template that doesn't address your actual ownership structure — creates significant legal and financial exposure.
MLG advises on operating agreement structure for single-member and multi-member LLCs, with particular attention to buy-sell provisions, member exit scenarios, and capital contribution and distribution terms. We work with clients to ensure their operating agreement reflects how the business is actually structured and governed — not how a generic template assumes it is.
Acquiring or selling a business in Chicago involves multiple layers of complexity: asset vs. entity purchase structure, license transfer requirements, lease assignment, inventory valuation, assumption of liabilities, non-compete terms, and seller representations. For licensed businesses — particularly liquor-licensed establishments, tobacco retailers, and gaming-enabled operations — the license transfer process runs parallel to and sometimes constrains the transaction timeline.
MLG advises clients on both sides of business acquisitions — buyers conducting pre-purchase regulatory due diligence and sellers preparing their business for transfer. We coordinate the licensing components of the transaction and ensure that regulatory requirements are addressed in the purchase agreement before closing.
Every business depends on vendor and supplier relationships — and every vendor relationship is governed by a contract. Many small business owners sign vendor agreements without reviewing them carefully, exposing themselves to unfavorable payment terms, auto-renewal traps, liability clauses, and dispute resolution terms. MLG reviews vendor and supplier contracts for material issues and advises on the terms that most frequently create problems for small business clients.
What's IncludedOur Approach
We assess the structure of your transaction or agreement — identifying the key terms, missing provisions, and risk areas that most commonly create problems for small business owners.
We advise on contract structure, explain what each provision means in plain language, and identify terms that need to be negotiated or modified to protect your interests.
For transactions involving licensed businesses, we coordinate the licensing and regulatory components — license transfers, ownership amendments, and compliance requirements — in parallel with the commercial transaction.
Where final legal review, document drafting, or execution requires a licensed attorney, we refer clients to vetted business attorneys with experience in the relevant transaction type.
Common Questions
Illinois law does not require an LLC to have a written operating agreement, but operating without one is a serious risk — particularly for multi-member LLCs. Without an operating agreement, disputes between members are governed by the default rules of the Illinois Limited Liability Company Act, which may not reflect the actual intentions or arrangements of the members. Key issues like profit distribution, management rights, buy-sell procedures, and what happens when a member wants to exit are left entirely to default statutory rules. MLG advises on operating agreement structure and works with clients to ensure the agreement reflects how the business is actually run.
A business purchase agreement should address: the purchase price and payment terms, what is being sold (assets vs. entity), which liabilities the buyer is and is not assuming, seller representations and warranties about the condition of the business, indemnification terms for undisclosed liabilities, non-compete and non-solicitation provisions, how existing leases and contracts are handled, and the closing conditions and timeline. For licensed businesses, the agreement must also address the license transfer process and what happens if a license transfer is delayed or denied. MLG reviews purchase agreements for material issues and advises on the terms most important to protect the buyer's or seller's interests.
Commercial leases for business tenants should address: base rent and rent escalation terms, permitted use language (make sure it permits your specific business activities, including all licensed activities), build-out allowances and responsibilities, assignment and subletting rights, lease term and renewal options, personal guarantee scope, and exclusivity provisions for retail operations. For businesses requiring specific licenses — particularly liquor or tobacco licenses — the permitted use clause and any landlord approval requirements for licensing are especially critical. MLG reviews commercial lease terms with a focus on the provisions most relevant to licensed and regulated businesses.
Municipal Licensing Group is not a law firm and does not practice law or draft legal contracts. Our advisory role is to review agreements for material terms, advise on structure and risk areas, and help clients understand what they are signing. For final legal drafting, negotiation, and execution of contracts, we refer clients to vetted business attorneys who specialize in the relevant transaction type. Our advisory helps clients arrive at attorney meetings prepared — with a clear understanding of what they need and what changes to request — which reduces attorney time and costs.
In an asset purchase, the buyer acquires specific assets of the business — equipment, inventory, goodwill, the lease, and often the business name — but does not acquire the seller's legal entity. Unknown liabilities of the seller generally do not transfer to the buyer. In an entity purchase, the buyer acquires the ownership interest in the selling entity (the LLC membership interest or corporate stock) and inherits all of the entity's assets and liabilities. For licensed businesses, asset purchases typically require new license applications in the buyer's name; entity purchases may allow license amendment rather than a full new application. Each structure has different tax, liability, and regulatory implications. MLG advises on the implications of each approach for licensed business transactions.
Schedule a free consultation before you sign anything. We review the key terms, identify the issues that matter most, and make sure the regulatory components of your transaction are addressed from the start.
Initial consultations are complimentary. No commitment required.