Selling a Business – Getting your Business ready for Sale
You’ve got homework to do before you can successfully sell your small business. Even if you already have an interested buyer, attention to the details at this stage of the game will help you in the long run and protect you from unexpected snafus. Your small business lawyer should be able to help you with these steps. 1. If you’re leasing space for your business, find out from...
Read MoreSmall Business Contracts and Arbitration – Not always a Perfect Match
Many small business contracts provide that any dispute arising from the contract must be arbitrated rather than litigated in a state or federal court. Unfortunately, these provisions are often included without a second thought to their practical meaning. Before agreeing to arbitrate your small business dispute know this about arbitration: What is Arbitration? Litigation of disputes normally...
Read MoreBuying or Selling a Business – the Significance of the Lease
It is rare that a business in New York owns the property from which it operates. Most businesses rent commercial space for their store/restaurant/warehouse or other venture. Thus, the owners of the business will be party to a lease with the owner of the building that houses the business. This lease becomes an important piece in the puzzle that is the process of selling/buying a business in...
Read MoreOut Voting Minority LLC Members
How do you out-vote or overrule a minority LLC Member? It is fairly easy, thanks to the LLC laws in effect in New York. This is assuming, of course, that your LLC operating agreement doesn’t provide something else. But since so many LLC’s go without operating agreements (against my advice), let’s look at the requirements under the New York LLC laws (Section 407 of the LLC...
Read MoreAsset Sale versus Stock Sale
When you are buying or selling a business and the business is operated by a corporation or LLC, you have the option of an asset sale versus a stock sale. What is the difference, you ask. Let me explain. LIABILITIES FOR DEBTS Scenario 1: The business is operated by a corporation. All of the business’ assets (equipment, reputation, customer lists, leases for physical locations) are...
Read MoreBuying a New York Business – What a Business Attorney can do for You
Buying a New York business involves many steps, legal considerations and documents. I think almost anyone would be well advised to seek the help of a New York business attorney to make the purchase successful and legally sound. This post is designed to give you an overview of my usual involvement in the process of buying a New York business. At the time I am being approached to help with...
Read MoreCan I get out of that Contract?
You may have signed a contract for your small business that you really shouldn’t have. Or you are being asked to perform under an agreement and just think that such demand is not what you agreed to or just grossly unfair. Is there any way to get out of that contract or that specific provision? Determine what the Contract states The other party to the agreement may demand all kinds of...
Read MoreKeeping Records for your LLC
This may come as a surprise to many LLC members and managers: keeping certain records is required under the LLC laws. You have an obligation to keep proper records under §1102 of the New York Limited Liability Company Laws. Specifically, you must maintain the following records: - if your LLC has managers, a list of the full names of all managers and their mailing addresses; - a list of all...
Read MoreBusiness Partnerships Gone Bad
A business break-up can be as stressful and emotionally draining as the breakup of a marriage. And there is always a child involved....the business. So when your business partnership has gone bad, you really want to find out where you are standing and what rights you may have vis a vis the other business partners and the business.
Read MoreChoosing between an S Corporation and an LLC
Many small business owners end up deciding between a New York S corporation and a New York limited liability company (LLC) when choosing a formal legal structure for their New York business. Both entities offer limited liability and a startup friendly tax treatment. But which entity is right for your small business? The following are some frequently asked questions with respect to the two...
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