Buying 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...

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Out 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...

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Asset Sale versus Stock Sale

Asset 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...

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Buying a New York Business – What a Business Attorney can do for You

Buying 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...

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Can I get out of that Contract?

Can 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...

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Keeping Records for your LLC

Keeping 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...

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Business Partnerships Gone Bad

Business 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.

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Choosing between an S Corporation and an LLC

Choosing 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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LLC Operating Agreements

LLC Operating Agreements

Everything you need to know about the LLC Operating Agreement, explained by New York Small Business Lawyer, Imke Ratschko

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Small Business Guide on Hiring Employees

Small Business Guide on Hiring Employees

Hiring employees is a big step for any small business.  Doing it right and complying with all state and federal laws and regulations is no small task and should be taken seriously. Here are the main items to cross of your checklist: Hiring without Violating any Laws The recruiting, interviewing and hiring process alone is a minefield of potential legal problems. As you may know, you are...

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