What is a New York Limited Liability Company ("LLC")? Who can form an LLC? How do I form an LLC? How much does it cost to form an LLC? What ongoing requirements are there for maintaining an LLC? How does an LLC pay taxes? Is an LLC a good choice for my new business?
Read on for answers to such common questions about LLCs.
Continue reading "New York Limited Liability Companies FAQ" »
(Part 1 here - Part 2 here)
Due diligence is the process of investigating the business you are planning to buy inside and out; lots of files to look at, numbers to crunch and agreements to review. You want to know that the price you are paying for the business is fair, and that there are no hidden secrets about the business that could haunt you after you become its owner.
Here is a list of the most common issues for investigation when doing due diligence for a small business purchase:
Continue reading "Five Steps to Buying a Small Business in New York - Part 3: Due Diligence" »
Most attorneys and law firms still charge by the hour. Even though flat fees seem to be more common nowadays for certain routine agreements and matters, the meter usually starts running as soon as you start talking to your attorney. Here are a few tips on how to keep legal fees under control.
Continue reading "Keep Your Legal Fees in Check!" »

What:
A Promissory Note (also known as "note" or "negotiable instrument") is a written statement that evidences that money is owed to you by the author (also known as "maker") of the statement. You can transfer the note to other people who can then demand payment from the person or entity that owed money to you originally. Your attorney might say that the note is "negotiable." Another benefit of a note: You can enforce the note in court without further evidence of the underlying reason why money was owed to you in the first place. You also don't have to worry that the debtor will raise issues in court based on the underlying transaction, since the court won't consider any of those issues.
If you want to look up the code that governs promissory notes in New York look here:
Article 3 New York Uniform Commercial Code.
When:
Continue reading "Promissory Notes - What, When, How & Sample Form" »
D.B.A. or "Doing Business As" is not only a cool bar in the East Village, it also refers to individuals (sole proprietorships), partnerships, corporations and other entities that do business under a name different from their real name. For example, Joe Smith operates a computer service business under the name "Computer Geeks to the Rescue," (fictional example) and Town Sports International, LLC operates a popular gym under the name "New York Sports Club" (real life example.)
When you do business under a name different from your real name, you have to file a business certificate either with the county clerk of your county or with the Secretary of State in Albany. Here are the rules:
Continue reading "NY Business Certificates - Know Your "Doing Business As" Responsibilities" »
Once you have found a business that seems like a worthwhile acquisition (a “target”), you are ready to negotiate the terms of the transaction. But what are the typical terms of a small business purchase? What is there to consider? In other words, what are you in for?
Enter: the “term sheet,” also known as a “letter of intent” or “memorandum of understanding.”
Continue reading "Five Steps to Buying a Small Business In New York - Part 2: Negotiating the Terms of the Deal" »