Publications: Business Organizations/Cooperatives

States’ Agricultural Cooperative Formation

National Agricultural Law Center Staff

Individual farmers often have difficulty controlling the prices they receive for their agricultural products or the prices they pay to produce them. Agricultural cooperatives are used to help farmers maintain economic market power by combining the resources of a group of agricultural producers. An agricultural cooperative is generally composed of a group of agricultural producers to market its members’ agricultural products. In addition to marketing agriculture products, cooperatives can also provide loans to farmers, bargain on behalf of their members, and provide transportation services.  There are specific statutes in each state that govern the formation of cooperatives. This compilation provides the statutory text of each state’s laws dealing with cooperative formation, along with the date of its possible expiration. The primary aim of this compilation is to provide the researcher with easy and free access to a state’s statutory language by simply clicking on the state’s image in the map provided. Download this compilation. Posted: May 30, 2022

Navigating Your Legal Duties: A Guide for Agricultural Cooperative Directors

Hannah Scott, Research Fellow, National Agricultural Law Center
Michael E. Traxinger, General Counsel & Director of Governmental Affairs, Agtegra Cooperative

This guide introduces directors of agricultural cooperatives to their legal duties so that they become more aware of potential legal issues and develop habits that will help them effectively serve their cooperative while avoiding legal liability. It is intended for aspiring directors, directors who are new to the cooperative board, and incumbent directors who are ready for a refresher. While many of the concepts will be applicable to cooperatives broadly, the focus of the guide is on directors of agricultural marketing, purchasing, and service cooperatives. Download this article. Posted 6/2/2021

Business Organizations Forms and Filing Information

Research Staff, National Agricultural Law Center

This publication provides a state-by-state listing of links to information necessary to file and/or create a business organization, along with the forms necessary to do so.  If an online filing system is available, a link has been provided to it; if online filing is not available, the state will often provide downloadable forms.  Download this article. Posted: September 10, 2019; updated January 2023.

Considerations for Operating Agreements

Shannon Ferrell, Professor, Oklahoma State University

Operating agreements – whether in the form of a partnership agreement, corporate bylaws, or LLC operating agreement – may be thought of as the contract both among the members of an entity with each other and with the entity itself. As a result, a thorough and thoughtful discussion of the economics of the enterprise, the dynamics among the present and potential members of the entity, and the goals of the entity is vital to crafting an operating agreement that will serve the business well. Indeed, the discussion surrounding the development of the operating agreement may provide almost as much value as the agreement itself; such discussions enable all of the entity’s members to think about potential problems that may arise and their solutions before they become issues. This publication includes suggestions for beginning the conversations that will develop your operating agreement. Download this article.. Posted 7/9/2019

 

A Snapshot of LLCs and Farming: How Farm Businesses have implemented the Limited Liability Company Structure in the Midwestern United States

Evin Bachelor, Law Fellow- Agricultural and Resource Law Program; Ohio State University Extension
Peggy Kirk Hall, Associate Professor- Agricultural and Resource Law Program; Ohio State University Extension

Attorneys and accountants often encourage farm owners to choose a business entity in order to reap a number of benefits of such organization. Depending upon the type of structure chosen, the benefits range from liability protection to tax benefits and from administrative ease to transitioning to the next generation. All fifty states allow the partnership, corporation, and Limited Liability Company (“LLC”) structures in some form. Many states will use a uniform statute, while others prefer to modify how those businesses may be structured in their state. This paper examines the history of the LLC, its common features among the states, and its usefulness for farming families and businesses. Download this article Posted 2/15/19 


The Farmer’s Legal Guide to Producer Marketing Associations

Doug O’Brien, Staff Attorney National Agricultural Law Center and Drake University Agricultural Law Center

Neil D. Hamilton, Director Drake University Agricultural Law Center

Robert Luedeman, Attorney Des Moines, Iowa

In an effort to pool resources and access markets, many producers are reexamining a tried and true business strategy — joining together to market their products.  Producers from all realms of agriculture can utilize this strategy, whether it is a small group of market vegetable growers determining how to supply a farmers’ market or a larger group of producers considering building a processing facility for their hogs.  This publication looks at some of the issues raised when farmers decide to work together.  The book is focused on legal issues, yet it also looks at some of the business fundamentals and marketing issues farmers need to think about as they approach a producer marketing association.  The following list of chapters indicates topics covered in the book.

Download entire book; Posted January 24, 2005


Legal and Policy Considerations of Investor-Friendly Cooperatives

Doug O’Brien Staff Attorney National Agricultural Law Center and Drake Agricultural Law Center

Farmers and rural communities have looked to the cooperative model for over 150 years as an organizing principle for decision making, profit sharing, and education.  As the economic environment has changed, coops have evolved in attempts to meet competition and fulfill their members’ needs.  In recent years a new model has emerged that has become known as the Minnesota model.  Minnesota authorized this new type of coop in 2003, with Wyoming and Tennessee adopting similar measures and about 12 other states considering legislation. This article examines some of the traditional cooperative principles and how state policy makers have manifested those principles by enacting laws allowing for the incorporation of cooperatives.  It then discusses some of the evolving demands on cooperatives and how policy makers have responded, specifically with the enactment of the Minnesota statute that creates investment coops and the consideration of a uniform law that will create investment coops.  Finally, the article examines how these new coops will be treated under certain federal statutes, such as the Capper-Volsted Act, the Securities Exchange Act,  the Internal Revenue Code and the Farm Credit Act.    Download this article Posted:  Jan. 27, 2005


An Overview of Organizational and Ownership Options Available to Agricultural Enterprises, Parts I & II

Carol R. Goforth Professor University of Arkansas School of Law

This two-part article provides an overview of most of the organizational choices available to persons interested in owning and operating an agricultural enterprise.  Part I addresses sole proprietorships, general partnerships, limited liability partnerships, limited partnerships, and limited liability partnerships.  Part II covers limited liability companies, corporations, and cooperatives.

Posted: Aug. 5, 2002.


An Introduction to the Federal Securities Laws As They Might Apply to Agricultural Operations

Carol R. Goforth Professor University of Arkansas School of Law

This article provides an overview of some of the ways in which federal law might impact the sale of “securities” by those in an agricultural enterprise.  Because securities law is a relatively specialized area of the law, even general practitioners who are quite capable of providing legal advice and assistance on other matters may wish to have a general reference guide to the kinds of securities issues that might be raised by their agricultural clients.  Because this article may be used by both laypersons and lawyers, the material is designed to be understood by anyone; the footnotes contain specific legal citations, explanations, and additional references more appropriate to those with legal training.   Download this article. Posted: July 24, 2004.