The way a company is formed shapes how it is taxed, who controls it, and what happens when owners disagree. We help business owners form the right entity from the start and continue as their outside counsel as the business grows.
Forming your company
- Choosing the entity. LLC, corporation or S-corporation election. We explain the legal differences and coordinate with your accountant on tax treatment.
- Formation filings. Articles of organization or certificate of incorporation, EIN, and New York’s publication requirement for LLCs, which many owners overlook and which can limit an LLC’s ability to sue in New York courts if ignored.
- Operating agreements and shareholder agreements. Who contributes what, how profits are shared, who makes decisions, and what happens if an owner wants to leave, becomes disabled or passes away.
- Deadlock and exit planning. A 50/50 ownership split is common and dangerous. We build in tie-breakers, buy-sell terms and valuation methods before a dispute ever arises.
Advising your business
Once your company is running, we serve as its outside general counsel, without the cost of a full-time in-house lawyer:
- Drafting and reviewing customer, supplier, distribution and service contracts
- Bringing in new partners or investors and documenting equity transfers
- Personal guaranties, loans and bank matters, including frozen business accounts
- Corporate housekeeping: resolutions, minutes, ownership records and annual compliance
- Early advice when a dispute is brewing, before it becomes a lawsuit
Our approach
We take time to understand how your business actually makes money and where it is exposed. Then we give clear, direct advice. When a question falls in another area, such as employment, real estate or trademarks, our team handles that too, so you have one firm that knows your business.