Closely Held Corporations - Business And Commercial Law ...

Skip to Main Content

1. Library
2. Research Guides
3. Business and Commercial Law Research Guide
4. Closely Held Corporations

Search this Guide Search Business and Commercial Law Research Guide Including Closely Held Corporations, Sales & UCC Article 2

• Home
• Researching Business Law
• Closely Held Corporations
  • Closely Held Corporations
  • Catalog Subject Searches
  • Statutes, Codes & Uniform Laws
  • Treatises, Looseleafs, Nutshells & Restatements
  • Continuing Legal Education Publications
  • Law Reviews & Journals
• Sales / Uniform Commercial Code Article 2

Have a Question? Ask Us!

Chat, Email

Phone: 612.625.4309

Library Hours

Maps, Directions & Parking

Closely Held Corporations

A closely held corporation is defined in Minnesota as a corporation which does not have more than 35 shareholders. (Minn. Stat. §302A.011, Subd. 6A). O'Neal and Thompson in their classic treatise:

• O'Neal and Thompson's Close Corporations and LLCs: Law and Practice by F. Hodge O'Neal & Robert B. Thompson Call Number: KF1466 .O521x and also available on Westlaw Publication Date: Revised 3rd ed. 2004.

suggest that "another popular definition states that a close corporation is a corporation whose shares are not generally traded in the securities market." (§1.2).

Catalog Subject Searches

Use these subject headings for searching for publications on closely held corporations in the library catalog (MNCAT)

Close corporations -- United States Private companies -- United States

Statutes, Codes & Uniform Laws

• Model Business Corporation Act Annotated by American Bar Association, Committee on Corporate Laws Staff Call Number: Reserve KF1414.A7452x ISBN: 1590318102 Publication Date: 4th ed., 2008. Updated periodically
• Federal Tax Regulations by United States Internal Revenue Service Call Number: Looseleaf Services KF6276.99 .U64 (Available online see below) Publication Date: 1954. Updated periodically. Also available online via Westlaw, Lexis, Bloomberg Law, and VitalLaw (U of M Law faculty, student, and staff only).

Corporation statutes of each state can be found in the individual state statutes sets in the Primary section on the Plaza level of the Library, and are also available online from these databases: Bloomberg Law; Lexis Advance; Westlaw;Bloomberg BNA Tax & Accounting Center; Checkpoint; Corporation Service on CCH Intelliconnect.

Treatises, Looseleafs, Nutshells & Restatements

• Closely held corporations : forms & checklists by Clifford R Ennico Call Number: Online access Publication Date: 2010– Available online via Westlaw (U of M Law faculty, student, and staff only).
• Principles of Corporate Governance by American Law Institute Staff Call Number: Reserve KF1422.P75 2008 also available on Lexis Advance, Westlaw, & HeinOnline ISBN: 9780314194138 Publication Date: 2008. Updated annually.
• The Delaware Law of Corporations and Business Organizations by R. Franklin Balotti; Jesse A. Finkelstein Call Number: Reserve KFD213 .B35 also available on Westlaw ISBN: 1567066690 Publication Date: 3rd ed., 1997. Updated periodically.
• Corporate Stock Repurchases and Going Private by Theodore W. Grippo, et al. Call Number: Available on Bloomberg BNA & Bloomberg Law Publication Date: 2001. Updated periodically. (Corporate Practice Series Portfolio No. 7-3rd), available on Bloomberg BNA (Corporate Law Resource Center) and Bloomberg Law (Corporate/M&A Practice Center).
• Taxation of S Corporations in a Nutshell by Douglas A. Kahn, Jeffrey H. Kahn Call Number: E-book access via West Academic Study Aids ISBN: 9781647085261 Publication Date: 3rd ed., 2020 Access to e-book version limited to U of M Law students, faculty, and staff. Print copy available on Reserve KF6491 .K34x 2020
• Subchapter S Taxation by Irving M. Grant; William R. Christian Call Number: KF6491 .G7 1991 also available on Westlaw ISBN: 0071722688 Publication Date: 3rd ed. 1990. Updated periodically.
• The Law of Corporations in a Nutshell by Richard D. Freer Call Number: E-book access via West Academic Study Aids ISBN: 9781684672394 Publication Date: 8th ed., 2020 Access to e-book version limited to U of M Law students, faculty, and staff. Print copy available on Reserve KF1414.3 .H35 2020
• Closely Held Businesses in Estate Planning by Edwin T. Hood, ; John J. Mylan, et al. Call Number: KF1466 .H63 ISBN: 1567065929 Publication Date: 2nd ed., 1998
• Corporation Law and Practice by John H. Matheson, Philip S. Garon & Michael S. Stanchfield Call Number: Reserve & Reference Office KFM5480 .M53 Publication Date: 3rd ed., 2013 Volumes 18 & 19 of the Minnesota Practice series. Also available on Westlaw and WestlawNext Campus Research.
• The Governance of Close Corporations and Partnerships by Joseph A. McCahery (Editor); Theo Raaijmakers (Editor); Erik P. M. Vermeulen (Editor) Call Number: K1301 .G68 2004 ISBN: 019926435X Publication Date: 2004
• Taxation of the Closely Held Corporation by Theodore Ness Call Number: KF6484 .N47 1991 also available on Westlaw Publication Date: 1991 & 2000 Cumulative Supplement
• O'Neal's Oppression of minority shareholders : protecting minority rights in squeeze-outs and other intracorporate conflicts by F. Hodge O'Neal & Robert B. Thompson Call Number: KF1448 .O52 Publication Date: 2nd ed. 1985. Updated periodically
• O'Neal and Thompson's Close Corporations and LLCs: Law and Practice by F. Hodge O'Neal & Robert B. Thompson Call Number: KF1466 .O521x and also available on Westlaw Publication Date: Revised 3rd ed. 2004.

Continuing Legal Education Publications

• Minnesota Closely Held Business Conference by Minnesota Continuing Legal Education Call Number: KF209.M54x 2015 no. 65 Publication Date: 2015
• The Family and Closely Held Business Conference by Minnesota Continuing Legal Education Call Number: KF209 .M54x 2011 no.55 Publication Date: 2011
• Resolving Minority ShareholderDisputes by Minnesota Institute of Legal Education Call Number: KF209.M54x 2008 no.2 Publication Date: 2008
• Pro-Buyer Asset and Stock Purchase Agreements : an Annotated Document by Amy E. Dahl, Minnesota Continuing Legal Education Call Number: KF209.M54x 2007 no.34 Publication Date: 2007
• Pro-buyer asset purchase agreement & pro-buyer stock purchase agreement : documents made easy, with commentary by Amy E. Dahl, Minnesota Continuing Legal Education Call Number: KF209 .M54x 2011 no.47 Publication Date: 2011
• Buy/Sell Arrangement & Share Purchase Agreement by Mark Geier, Minnesota Continuing Legal Education Call Number: KF209.M54x 2007 no.28 Publication Date: 2007

Law Reviews & Journals

Many general legal periodicals contain articles on close corporations. The legal periodical indexes and databases below can be searched to retrieve articles covering closely held corporations.

• Index to Legal Periodicals & Books This link opens in a new window
  • 
  Coverage includes 800+ legal periodicals, law reviews, bar association journals, university publications, yearbooks, institutes, government publications and books, (dates of coverage vary but begin no earlier than 1980 for periodicals and 1993 for books).
• Law Journal Library (HeinOnline) This link opens in a new window A HeinOnline collection of law and law-related periodicals.
• Bloomberg Law This link opens in a new window
  • 
  Offers a collection of full-text law reviews and journals. Access path: All Legal Content > U.S. Secondary Sources > Law Reviews & Journals.
• Lexis This link opens in a new window
  • 
  Offers a collection of full-text law reviews and journals. Access path: Browse > Sources > Secondary Materials > Narrow By Law Reviews and Journals.
• Westlaw This link opens in a new window
  • 
  Offers a collection of full-text law review and journal articles. Access path: Browse Secondary Sources > Law Reviews & Journals

• << Previous: Researching Business Law
• Next: Sales / Uniform Commercial Code Article 2 >>

• Last Updated: Aug 24, 2025 2:58 PM
• URL: https://libguides.law.umn.edu/businessandcommerciallaw
• Print Page

Login to LibApps Subjects: Business & Corporation Law Tags: business, closely held corporations, commerical, corporations, sales, UCC University of Minnesota Law Library Reference Desk: 612-625-4309 • Circulation Desk: 612-625-4300 • Contact Us