Frequently Asked Questions
What are the different types of businesses?
➼ Partnerships: two or more people carrying on as co-owners of a business
for profit.
➼ Limited Partnerships: a general partner + a limited partner. General
partners manage the daily operations of the business and are liable jointly and severally for all
obligations of the limited partnership unless otherwise stipulated in the partnership agreement or
by law. The limited partner usually supplies financial backing.
➼ Limited Liability Partnerships: partners are not liable for negligent acts committed by
other partners or employees who are not under their direct control. In New York, each partner must be
a professional authorized by the law (i.e., attorneys).
➼ Corporations: a legal entity separate from its owners aka shareholders. A
corporation acts like a person with certain powers including the capacity to sue and be sued.
❥ “C” Corporations vs. “S” Corporations: C Corps are legal entities with their own money accounts, properties, and tax
liabilities separate from the shareholders. Their profits are taxed when earned and then taxed again when the profits are distributed to
the shareholders in the form of dividends. This is known as “double taxation.” S Corps avoid double taxation by adopting a pass-through system. All
incomes and losses are passed through to the shareholders to report on their individual tax
returns. C Corps allow for
different classes of stock that dictate priorities of returns while S Corps do not. S Corps limit the
number of shareholders to 100 while
the limit does not exist in C Corps.
❥ Public Corporations vs. Close Corporations: Public corporations have many shareholders who trade shares on a national securities
exchange or over-the-counter market maintained by securities dealers. Close corporations are not publicly traded although
they may be large in size.
➼ Limited Liability Companies: A limited liability company is a hybrid between a partnership and a corporation. It has the
limited liability characteristics of a corporation and the pass-through taxation nature of a
partnership. A limited
liability company must provide notice to the world of the company’s limited liability status by
including abbreviations such as “LLC,” “LC,” or “Ltd. Co.” in its name. Di Ma's Law Firm is a professional limited liability company.
Read Basic Business Forms by Attorney Di.
How do I start a company?
Every person transacting business in New York State must file with the Department of State. The timeline for starting an LLC is shown below as an example.
Do I really need to incorporate my business?
Yes because businesses such as LLCs offer personal liability protection to their owners. Creditors may not access the owners' personal financial assets if the company goes into debt or is sued. Note the corporate veil can be pierced if personal and business financial accounts are comingled or fraud has been committed.
Why do people favor the LLC structure?
LLCs offer the protections of a corporation without the requirements for formalities. There is less paperwork involved because there is no requirement to have a board of directors, keep meeting minutes, or hold shareholder meetings. LLCs are subject to pass-through taxation by default and avoid the double taxation issue associated with corporations (members pay federal income taxes, not the LLCs). However, LLCs may elect to be taxed as either a C corp or an S corp, which may be beneficial to the owners.
LLC Formation Process
Invest in yourself and start a business.
I will complete the following steps for you
(approx. 8 weeks)
Introduce yourself
Pick a unique business name
Check with the New York Department of State to see if your proposed name is available.
New York State Limited Liability Company Law Section 206
Publish in two newspapers a notice related to the formation of the LLC
File a Certificate of Publication, $50 fee
Obtain a new federal Employer Identification Number
This is a complimentary service from the Internal Revenue Service.
New York taxes
Dept. of Taxation and Finance will send the relevant new business paperwork.
Create a New York State Business Account for online services at the Department.
Make corporate rules
Draft and execute an Operating Agreement
This is a critical internal document. It provides the freedom to create your own procedures and governing rules for the LLC’s financial and functional decisions. Without this document, courts will apply New York default rules which may not align with your wishes.
Review insurance & workers' compensation needs
Never mix business & personal pleasure
If this rule is violated, courts may "pierce the corporate veil" or set aside limited liability and hold the shareholders or directors personally liable for corporate actions or debts.
Welcome to your new baby
Note:
This is not an exhaustive list. If you would rather focus on your business operations and leave the “boring legal stuff” to me, I am happy to offer a special rate for General Counsel services. Let's chat about how I may give you more time to focus on growing your business!
I incorporated a business. Now what?
Depending on your business needs, Attorney Di can assist with corporate records, regulatory compliance, contracts, leases, Power of Attorney, employment & independent contractor agreements, funding & licensure applications, and General Counsel services.
ELEMENTS OF A LEGAL CONTRACT
A contract is an agreement between private parties creating mutual obligations enforceable by law.
The firm will draft customized contracts that clearly delineate each party's responsibilities (offer) and the terms of the exchange (consideration). Attorney Di is a New York notary public and can assist you with execution (acceptance) and recordkeeping. Welcome to a one-stop shop for your contractual needs.
33%
Offer
66%
Consideration
100%
Acceptance