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Business Formation and Administration

At The Law Offices of Daniel A. Singer PLLC, we form and administer business entities. Some of the more common forms of business entities are discussed below, although it is by no means an exhaustive list.

Corporations

Corporations are popular and established entities through which owners conduct their business. As a matter of law, corporations are separate and distinct from its members and shareholders. This provides business owners with a degree of protection which is often referred to as the “corporate veil”. In New York, corporations are formed by filing a certificate of incorporation with the New York Department of State. After it is formed, a number of procedural matters must be attended to under New York law including, by example, the holding of an organization meeting, the issuance of shares, the adoption of by-laws, the appointment of directors, and if desired, the appointment of officers. When there is more than one shareholder in the corporation, it is generally advisable for such shareholders to execute a shareholders’ agreement which addresses issues such as a shareholder’s right to sell his or her shares.

In some instances, it may be advantageous for a corporation to operate as what is known as an “S Corporation”. By operating as an S Corporation, a corporation is taxed only at the shareholder level and not at the corporate level, thus avoiding a layer of taxation. Under certain circumstances, domestic corporations with less than 100 shareholders are eligible to apply to the Internal Revenue Service to operate as an S Corporation. We can advise you as to whether it is feasible for your corporation to apply to operate as an S Corporation as well as the advantage of disadvantages of operating as such a corporation. In the instance that you decide to have your corporation apply to become an S Corporation, we can prepare and file the necessary application with the Internal Revenue Service.

Please contact us should you wish to discuss the formation and/or administration of your corporation.

Limited Liability Companies

Limited liability companies are a relatively new form of entity under New York law. Similar to corporations, limited liability companies provide business owners with a degree of protection from liability. However, they generally allow for more flexibility with respect to their administration than do corporations. In New York, limited liability companies are formed by filing a company’s articles of organization with the New York Department of State. Ownership interests in a limited liability company are referred to as membership interests and those who own such interests are referred to as members. A limited liability company may be managed by its members or may be managed by managers. In New York, a limited liability company is required to have a written operating agreement. The operating agreement sets forth, among other things, the management structure of the limited liability company, the relationship between members, how decisions are made in the company, and how membership interests may be sold or otherwise disposed.

Please contact us should you wish to discuss the formation and/or administration of your limited liability company.

Business Partnerships

Under New York law, a partnership is an association of two or more persons to carry on as co-owners, a business for profit. The relationship between business partners is governed by an agreement between the partners. To ensure that a partnership operates smoothly, it is critical that such a partnership agreement be set forth in writing. The partnership agreement addresses the relationship between the partners including, by mere example, issues regarding the distribution of profits and losses and how decisions are made within the partnership.

When one refers to a partnership, one is usually referring to a general partnership where all of the partners play, at least to a certain extent, a role in the day-to-day decision-making of the business. It is also possible, however, to create limited partnerships where the limited partners have a minimal role in the management of the partnership but, in exchange, their personal liability is generally limited to the amount invested in the partnership. A limited partnership must have at least one general partner and the limited partnership agreement must be set forth in writing.

In New York, certain professions may register as limited liability partnerships. A limited liability partnership has no limited partners. However, a limited liability partnership can be advantageous as it provides its individual partners with a certain degree of protection from the debts and obligations of the partnership.

Please contact us should you wish to discuss the formation and/or administration of your partnership.

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