Starting and owning a business has many dangers. As experienced business law attorneys, we at Rosenbaum & Taylor can help you deal with those dangers and avoid the mistakes commonly made by unsuspecting business owners. While you are hard at work building and maintaining a successful company, we can give you the confidence that your interests are being protected.
At Rosenbaum & Taylor, we assist businesses with making strategic decisions from the very beginning. Our dedicated business lawyers in New York assist both startups and established entrepreneurs all across the Westchester area. We strongly believe that innovation is crucial to a thriving economy, and therefore we make an investment in a hands-on approach to assist and ensure that local businesses are successful.
What is a Business Attorney?
They are legal experts who help to guide businesses through numerous federal and state laws that affect their businesses. Business attorneys assist with all issues involved with an entity (including forming a corporate or another type of entity, selling additional shares, corporate maintenance, dissolution, and stock option plans) contracts (negotiation, drafting, and review), disputes with various third parties, as well as other issues affecting your business, including regulatory compliance and employment issues.
Making sure that your business has the right foundation can mean the difference between succeeding or failing. The Westchester business lawyers at Rosenbaum & Taylor have assisted numerous New Yorkers with starting their businesses and head them on the path towards success. Whatever industry you are involved in, our lawyers can help ensure you are solid ground.
After we assist you with getting your business started, we also can help you address the numerous business law issues that you might be faced with. After we have helped you get your entity set up, our attorneys can continue working with you as your ongoing general counsel to ensure that your interests are protected at all times.
Whenever a new business is formed, you must determine what kind of entity you want your business to be – and each of them have their own series of pros and cons. In order to determine the right entity for you, the following are the most common forms of entities that are available.
Limited Liability Company (LLC)
A limited liability company does exactly that – it limits your liability. With an LLC, the assets and debts of your business are separate from all of your personal assets and finances, and the business assets are exempt from the owners’ creditors. Also, LLC’s allow ownership by entities and nonresident, unlike Subchapter S corporations. They also allow profits and losses to be creatively allocated among the owners who put up cash and those who put sweat equity.
It was commonly thought many years ago that running a business as an LLC worked to inhibit growth by not being able to attract investors. However, as the Westchester business lawyers at Rosenbaum & Taylor have learned through their many years of experience, it actually is easier attracting equity to an LLC rather than a corporation due to how options are internally allocated and the easier procedures that are in place for perfecting the security interests of the owners.
C Corporation
C Corporations, like LLCs, limit liability to officers, directors, employees, and shareholders. The main drawback is the possible double taxation. However, sometimes, it is advisable for a C corporation to have foreign ownership. But do point out, whether taxed as an S corporation or C corporation is a corporation still while LLCs have the option of being taxed as a corporation as well.
S Corporation
An S corporation is similar in many ways to a C corporation. They offer investment opportunities and limit liability. However, an S corporation is not subjected to double taxation the way a C corporation is. S corporation owners report their profit and loss shares on their own personal income tax returns which means this income is taxed just once. However, there are several limitations that are faced by S corporations.
First of all, only entities that are wholly owned by permanent residents or legal U.S. citizens are able to file for the S corporation status. Also, S corporations can only have a maximum of 100 shareholders. There also can be higher IRS scrutiny faced by S corporations and they will have ongoing costs to maintain their S corporation status. Another thing about S corporations is they should not make real estate investments.
Partnership
It is very easy to form and run a partnership. That makes them quite popular among small businesses, however, there are some downsides as well. Partners are still personally liable for the company’s debts and liabilities, including those that another partner has incurred. Unfortunately, a majority of partners never sign a partnership agreement. If something ends up going wrong, then there can be massive expenses in ending the business. Before you rush into a partnership, consider how your business could be impacted by future liabilities.
Sole Proprietorship
Sole proprietorships, like partnerships, are also very easy to form and run and state filings are not required (although you are required to file a county dba for the assumed name for your business). However, the owner still will be liable for any debts or lawsuits against the company.
So if you are starting a business on your own, you may choose a sole proprietorship since it is not as expensive compared to other entities. However, in the future, it can leave you very vulnerable to more expensive situations.
What Kind of Business Entity is Best for Me to Form?
There are numerous corporate forms that are available under the law in Westchester, New York, including limited liability companies, partnerships, and corporations. In general, the major advantage that a corporation has that its officers are protected against personal liability for those debts that the corporation incurs. However, corporate officers may be subjected to double taxation with both personal income taxes and corporate taxes reducing their personal profits.
A more advantageous and simplified tax structure is offered by partnerships, but having potential personal exposure from a business. A limited liability company may be seen as a hybrid of these two, which offers the tax advantages that a partnership provides along with a corporation’s liability protection.
There are other important considerations in determining how to incorporate a business, including issues of control and management, financing, governance, and business succession. Review all of the options that are available to you with an experienced corporate attorney to ensure that you select an entity structure that meets all of your company’s goals and needs.
How can Business Disputes be Avoided?
A majority of business disputes are about a difference of opinion about the application or interpretation of a contract that is between the two parties, formally known as contract disputes. Carefully drafting concise and clear contracts, to begin with, is the way that these disputes can be prevented from arising.
The contract also must be written in such a way that protect the parties in case a dispute does occur, like ensuring that there is no waiver of important rights or that disadvantageous dispute resolution means are not written into a contract. In order to cover all of those bases sufficiently requires negotiation skills and thorough attention to detail when documents are being drafted or reviewed.
Which Is The Best Organizational Structure For My Business?
Five major points need to be considered when selecting the organizational structure to use for your business, in addition to other considerations unique to you. Here are the five major points you need to consider:
- Liability
- Your Company’s Management Structure
- If you are planning on issuing and trading stock
- Capitalization of your Business
- Tax Preferences
Tax and liability preferences are the major reason why people select corporations or LLCs over sole proprietorships. A corporate or business law lawyer can help you select which organizational structure will best suit your business.
How Can a Corporation be Dissolved?
In order to dissolve a corporation voluntarily, the first thing you will need to have is the vote of 50% or more of the voting shares. That either can be done through written consent or a noticed meeting. The notice needs to also be given to all creditors (and potential creditors) of your pending dissolution.
After the business has been wrapped are, all assets have been distributed, and all debts have been provided for, a Certificate of Dissolution will need to be filed by the corporation with the Secretary of State. If not all shareholders voted for initiating a voluntary dissolution then a Certificate of Election to Dissolve will be required as well.
Resource Guide: Essential Business Law Topics for Westchester County, NY
Explore key aspects of business law with these comprehensive resources. Each article covers vital topics to help you navigate the complexities of running a business in New York. Whether you’re starting a new venture, managing shareholder relationships, or protecting intellectual property, these guides provide valuable insights and legal advice tailored to Westchester County and beyond.
Are Verbal Agreements Legally Binding in New York?
Discover the enforceability of verbal agreements in New York. Learn when spoken contracts hold legal weight and how to ensure your business dealings are secure. Read more
Minority Shareholder Rights in New York Businesses
Understand the rights of minority shareholders in New York corporations. This guide explores legal protections and how to navigate disputes or decision-making challenges. Read more
Choosing the Right Business Entity in Westchester County
Selecting the correct business entity is crucial for liability protection and tax benefits. Explore the pros and cons of LLCs, corporations, and partnerships to determine the best fit for your venture. Read more
LLC vs. S Corporation: Which is Better for Your New York Business?
Compare the benefits and drawbacks of LLCs and S Corporations in New York. This guide helps you understand the tax implications and operational flexibility of each entity type. Read more
Protecting Your Intellectual Property in Westchester
Ensure your business’s intellectual property is safeguarded under New York law. This guide covers trademarks, copyrights, and patents, with a focus on protecting brands and innovations in the Westchester business environment. Read more
When to Hire a Westchester Business Lawyer
Discover the critical times to engage a business attorney in Westchester County. This guide highlights key moments—like contract negotiations and regulatory compliance—where local legal expertise can prevent costly mistakes. Read more
Types of Business Insurance for Westchester Companies
Explore the various types of business insurance tailored to the unique needs of Westchester County businesses. Learn about coverage options to protect your company against local risks and liabilities. Read more
Naming Your New Business in Westchester, NY
Choosing a compliant and distinctive business name is crucial. This guide provides insights into New York’s naming regulations, helping Westchester entrepreneurs select a name that meets legal standards and enhances local market presence. Read more
Each of these resources is designed to empower business owners with the knowledge needed to make informed decisions and maintain legal compliance. Whether you’re a new entrepreneur or a seasoned business owner, staying informed on these topics is essential for long-term success.
Key Questions About Business Law Services in Westchester County, NY
What Services Do Business Law Attorneys Offer in Westchester County?
Business law attorneys in Westchester County provide comprehensive legal services, including business formation, contract drafting, mergers and acquisitions, corporate governance, employment law, intellectual property protection, and litigation. These services support businesses from startup phases through growth and beyond, ensuring legal compliance and risk management.
How Can a Business Attorney Help Form an LLC?
Forming an LLC involves selecting a compliant business name, filing Articles of Organization, drafting an operating agreement, fulfilling New York’s publication requirements, and obtaining an EIN. A business attorney guides you through each step, ensuring all legal obligations are met and the process is smooth.
Why Hire a Local Business Lawyer in Westchester County?
Local business lawyers bring valuable insights into Westchester’s specific regulations and business climate. Their proximity allows for accessible communication and tailored legal strategies that consider local market dynamics, enhancing your business’s legal and operational success.
How Do Business Attorneys Handle Contract Disputes?
Business attorneys analyze contract terms, negotiate resolutions, and, if necessary, represent clients in mediation, arbitration, or litigation. Their aim is to resolve disputes efficiently, minimizing business disruptions and preserving relationships.
What Should I Consider When Choosing a Business Law Firm?
Key factors include the firm’s experience, reputation, range of services, communication practices, and knowledge of the local legal landscape. Selecting a firm aligned with your business needs ensures comprehensive and effective legal support.
How Can a Business Attorney Help with Employment Law Compliance?
Business attorneys assist in developing compliant policies, providing workplace training, handling disputes, and keeping businesses updated on regulatory changes. This proactive approach helps maintain a legally compliant and productive work environment.
What Role Does a Business Lawyer Play in Mergers and Acquisitions?
In mergers and acquisitions, business lawyers conduct due diligence, negotiate terms, prepare legal documents, ensure regulatory compliance, and facilitate the closing process. Their involvement ensures the transaction aligns with legal requirements and business objectives.
How Do Business Attorneys Protect Intellectual Property?
Attorneys assist with registering trademarks, copyrights, and patents, and drafting agreements to safeguard intellectual property. Their expertise helps secure your business’s valuable assets and intellectual property rights.
Contact Rosenbaum & Taylor to Speak to Our Business Law Attorneys Today
Ready to protect and grow your business in Westchester County? At Rosenbaum & Taylor, our experienced business law attorneys provide tailored legal solutions for every stage of your business journey, from starting a new venture to managing shareholder rights and navigating complex contracts. Contact us today to schedule a consultation and ensure your business is legally secure and set for success in the local New York market. Call us now at [phone] to safeguard your business’s future with Rosenbaum & Taylor.
