Delain Law Office, PLLC, a law firm concentrating in business law, is located in Clifton Park, New York. Using the statutes and case law of the business laws of the United States and the State of New York, we work with our selected clients to improve the quality of their business life by using the law to help them form and grow their businesses legally and ethically.
What Does Business Law Cover?
Business law governs business and commerce in both the private and public sectors. It provides a legal framework within which businesses are created and organized as well as how business is conducted.
Business law covers a wide variety of topics relating to the law of agency, corporations, partnerships, limited partnerships, franchises, and limited liability companies. It involves such issues as fiduciary relationships, closely held corporations, shares and stockholders, directors and officers, dissolution and receivership, franchise relationships, management duties and liabilities, mergers and acquisitions, securities, and antitrust.
What Is A Small Business?
A small business is an enterprise generally with fewer than 100 employees or with annual revenues of less than an amount specified by the defining agency (usually between $1M and $5M). Such a business is usually a closely held corporation (commonly formed as a so-called “subchapter S corporation”), a partnership, a limited liability company (LLC), or a sole proprietorship formed and acting under the laws that regulate such companies in their states of formation and of principal place of business (these may be different). A C-corporation can be a small business, though many small corporations elect the S-corporation structure; the definition of a small business is based on the number of employees or the annual revenue, not on the business form.
What Is A Closely Held Corporation?
A closely held corporation, often called an S-corporation or Subchapter S corporation after the subchapter of the Internal Revenue Code that governs such entities, is a corporation formed much like any other corporation that elects to be taxed under the provisions of Subchapter S. Corporations are separate legal entities, with existence of their own, separate and apart from their shareholders, officers or directors.
Differences between regular corporations and closely held corporations include the number and type of shareholders that can hold stock in the company, and the availability of tax election.
What is a Partnership?
A partnership involves two or more persons who agree to go into business partnership together as co-owners. The simplest type of partnership is a general partnership, wherein all partners participate in the management of the business. Joint ventures, also called strategic partnerships, are formed for a specific, limited purpose and/or for a limited period of time. Limited partnerships (LP) has partners who are silent and cannot participate in the management of the partnership.
Partnership law in New York can be complicated by the trappings of general versus limited partnership. If you are an individual contemplating a partnership with a co-owner, it is imperative that you consult with an attorney before jumping into this arena. Here at Delain Law Office, we handle matters relating to the law of partnerships.
What Is A Limited Liability Company or Limited Liability Partnership?
An LLC, short for “limited liability company,” is an unincorporated entity that is treated as a corporation for limited liability purposes but as a general partnership for tax purposes. The owners are called “members.”
LLC formation in New York requires the members to file Articles of Organization with New York Department of State and publish the existence of the LLC in two English-speaking newspapers once per week for six consecutive weeks.
An operating agreement should be signed by the members to govern the LLC’s affairs.
A limited liability partnership, or LLP, is similar to an LLC and does not carry the same restriction on management that an LP has. In New York, the LLP form is open only to certain professions. If you do not engage in an allowed profession, you may form an LLC but not an LLP. If you do engage in an allowed profession, you may form either an LLC or an LLP; only members of the allowed profession can be partners in the LLP. This distinction is based in New York law; other states may not have such a requirement.
If you scroll up to the top of this page, you will see that Delain Law Office is a PLLC. A “PLLC,” or “Professional Limited Liability Company,” is simply an LLC that has been formed by a member of one of the professions authorized to form such an entity. In New York, these include but are not limited to attorneys, physicians, architects, chiropractors, and others. Only licensed members of the profession for which the PLLC is formed may be members of the PLLC, and proof of such licensure must be provided at the time of formation.
What Is A Sole Proprietorship?
A sole proprietorship is a business registered with the county in which it is based and operated by a single owner with no separate legal entity for holding or operating the business. The owner has personal liability for the business’s debts.
What is a 501(c) Nonprofit?
If your business qualifies as a charitable cause under the Internal Revenue Code, you can apply to the IRS to have it be a 501(c) corporation or LLC. This business, with that federal designation, can collect donations that the donors can write off as charitable contributions on their federal tax returns.
New York State also requires filing for charitable status under its laws. Once the 501(c) designation is in place, the business is eligible to file for tax-exempt status in New York State.
What is a B-Corporation?
If your business is a for-profit endeavor but you wish to have a positive social or environmental impact as part of your business’s purpose, you should consider forming a benefit, or B-corporation. Business corporations formed as benefit corporations, in addition to business purposes, are formed for the purpose of creating a “general public benefit” that has a “material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation.”
Should I Do Business Planning?
In a word, yes.
Every small business can utilize strategic business planning by researching the relevant laws that pertain to its business model, and by implementing a small business planning initiative. Every small business owner needs some knowledge of the antitrust laws to make sure that the business does not run afoul of them, or that the business doesn’t engage in conduct that illegal monopolizes the market or inadvertently enters into agreements that restrain trade.
Every business owner should plan for the best, and have a plan in place to pull his money out of the business and leave at the best possible time; this is called an exit strategy.
Every business owner should also plan for the worst, and have a plan in place for how to salvage a failing business.
How Can Delain Law Office Help Me?
After an initial, exploratory meeting with you during which you will share with us information regarding your goals, values and objectives, both personally and professionally, we will use your information to structure a strategy to help you achieve those goals through the proper management of the legal aspects of your business in a manner that makes the most sense to you. The result is that you will be more in control of the results you seek in connection with the legal aspects of your busienss, than with any other approach.
At Delain Law Office, we handle matters relating to the law of agency, corporations, partnerships, limited partnerships, franchises, and limited liability companies, advising clients on matters relating to fiduciary relationships, closely held corporations, shares and stockholders, directors and officers, dissolution, franchise relationships, and management duties and liabilities.
No law firm can be all things to all people; we don’t try to be. If your matter involves an aspect of business law that we do not handle, we gladly refer you to at least two of our network of trusted attorneys who handle matters such as yours.
Contact us for more information about any of the materials on this website.