Business Law

Forming Business Entities and Advice for Business Operations

When beginning a business, the first choice that must be made is the type of legal entity under which the business will operate. The types of entities include the sole proprietorship, the partnership, the limited partnership, the limited liability partnership, the corporation, and the limited liability company. We can review your business plan with you and discuss the pros and cons of each particular legal entity, and help you to select one which will fit the needs of your particular business.

Each business is formed differently. For a corporation, we prepare and file the certificate of incorporation, issue share certificates, and draft the minutes of meetings, agreements, and corporate bylaws needed to define the ownership interests of the owners and operate the corporation. Partnerships need partnership agreements which clearly spell out the rights of the partners. Sole proprietorships are the easiest requiring only the filing of an assumed name certificate and legal advise about the nature of business liability. The limited liability partnership and limited liability company have filings with the secretary of state and require that agreements be drafted and a legal notice published in the newspaper.

When starting any business it is important to file all of the required applications with the federal and state governments for the numbers and permissions needed to operate the business. All businesses need to file tax forms, and we can start you on the right foot. Some business have special requirements for operating certificates, permits, or special rules. We can point out what special permits you will need, and what special laws your particular business must follow if you are subject to special rules.

After the business is formed and is operating, legal counsel is needed for an annual legal checkup, and also for any large or unusual projects which are undertaken. Contracts for work to be done by the business should be properly drafted to avoid unnecessary liability. We can help you to negotiate the big deal. When a customer does not pay your bill, prompt commercial collection by your lawyer can make the difference between a disastrous loss, and saving your hard earned profits. Review and advice on business leases and the purchase and mortgage of business property is a common part of legal representation for a small business. If you are in a financial bind, we can employ our legal skills to keep disaster away from your door, and perhaps to save a business which might otherwise go under.

Tax advice is a big part of small business legal counsel, and once again we can point you in the right direction in dealing with taxing authorities. We can represent you in disputes with the IRS and the New York State tax commission, and often work out deals for clients who have come to us after they are already in trouble. There are many regulations to which your business is subject, and we can help cut a path through the thicket of government red tape.

There are so many ways in which we advise and represent small business, that it is not possible to mention them all. But that old maxim “an ounce of prevention is worth a pound of cure” is never more true that in business. This is why our legal advise early in the game can save you money and grief much later.