BUSINESS & COMMERCIAL LAW

Goldstein & Goldstein, Esqs. provides a wide variety of services to its business clients. Such services range from assisting in selecting the type of organizational entity under which to operate, to the preparation of agreements, the sale and purchase of businesses, obtaining financing and funding for business operations, and employee relations, to the final dissolution of a business.

There are generally three forms under which individuals may operate a business: as a sole proprietorship, a corporation, or a limited liability company (LLC). If more than one person is involved in establishing the business, then they may, alternatively, form a partnership.

More information on Business and Commercial Law can be found further into this page.

How a Lawyer Can Help — Smart business planning includes preventing potential problems and making sure the business is protected against foreseeable risks. The start-up phase for a new business is undoubtedly a busy time. Unfortunately, at this crucial time, it is easy for the focus on daily operations to take priority over legal issues. A brief consultation with a lawyer as you are starting up your business can help you quickly identify your business’ legal needs. Bringing in a lawyer early on is a worthwhile investment that can help prevent major problems down the road.

FAQs

 



What forms of business can I operate under?
There are generally three forms under which an individual may conduct business: as a sole proprietorship, a corporation, or a limited liability company (“LLC”). If more than one person is involved in establishing the business, then they may, alternatively, choose to form a partnership.

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If I operate my business under my personal name, is it necessary to register it someplace?
You do not need to register your own name if you are using it as your business name. If you are using another name, you must file an assumed business certificate in the local County Clerk’s office.

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What are the advantages of forming a limited liability company?
The LLC is generally considered advantageous for small businesses because it combines the limited personal liability feature of a corporation with the tax advantage of a partnership or sole proprietorship. Profits and losses can be passed through the company to its members, or the LLC can elect to be taxed like a corporation. LLC’s do not have stock and are not required to observe corporate formalities. Owners are called members, and the LLC is managed by these members or by appointed managers.

ˆ Back to Top



What should I know about forming a corporation?
A corporation is a complex business structure with more start-up costs than many other types of businesses. A corporation is a legal entity separate from its owners, who own shares of stock in the company. It can be created for profit or nonprofit purposes, and may be subject to increased licensing fees and more government regulation than other forms of business. Profits are taxed both at the corporate level and again when distributed to shareholders. Shareholders are not personally liable for corporate obligations unless corporate formalities have not been observed. Observing such formalities provides evidence that the corporation is a separate legal entity from its shareholders. Failure to do so may open up the shareholders to liability of the corporation’s debts. Corporate formalities include: issuing stock certificates, holding annual meetings, recording the minutes of the meetings, and electing directors or ratifying the status of existing directors. You are advised to always use the assistance of a qualified attorney when forming a corporation.

ˆ Back to Top



What is the advantage of forming an “S” corporation?
The structure of an “S” corporation is identical to the “C” corporation in many ways, but offers avoidance of double taxation. If a corporation qualifies for S status with the IRS, it is taxed like a partnership: the corporation is not taxed, but the income flows through to shareholders that report the income on their individual returns.

ˆ Back to Top



Intellectual Property
Many intangible assets of a business should be legally protected. A company’s name, logo, brand name and distinctive goods and services are entitled to copyright protection. Proprietary computer software, designs and many other creations may be eligible for trademark registration. Patents are often thought to cover only machines and other manufactured products, but can also protect processes. Trademark, copyright and patent registrations can help a business protect the elements that give it a competitive advantage in the marketplace.

ˆ Back to Top



Employment Agreements
Many companies, especially technology companies, count the knowledge of their employees as some of their most important assets. Yet they fail to protect those assets through non-disclosure and non-compete agreements with their employees.

ˆ Back to Top


You should always meet the lawyer who will actually handle your case to make sure you feel comfortable in placing this important matter in his hands. Look over Paul Goldstein and Lindsey Goldstein’s biographies and make “The Right and Intelligent Choice”.

If you have further questions, please contact us at 1-845-345-8542 or e-mail us at: paul@goldsteinlawfirm.com.

ˆ Back to Top

BUSINESS & COMMERCIAL LAW

Goldstein & Goldstein, Esqs. provides a wide variety of services to its business clients. Such services range from assisting in selecting the type of organizational entity under which to operate, to the preparation of agreements, the sale and purchase of businesses, obtaining financing and funding for business operations, and employee relations, to the final dissolution of a business.

There are generally three forms under which individuals may operate a business: as a sole proprietorship, a corporation, or a limited liability company (LLC). If more than one person is involved in establishing the business, then they may, alternatively, form a partnership.

More information on Business and Commercial Law can be found further into this page.

How a Lawyer Can Help — Smart business planning includes preventing potential problems and making sure the business is protected against foreseeable risks. The start-up phase for a new business is undoubtedly a busy time. Unfortunately, at this crucial time, it is easy for the focus on daily operations to take priority over legal issues. A brief consultation with a lawyer as you are starting up your business can help you quickly identify your business’ legal needs. Bringing in a lawyer early on is a worthwhile investment that can help prevent major problems down the road.

FAQs

 



What forms of business can I operate under?
There are generally three forms under which an individual may conduct business: as a sole proprietorship, a corporation, or a limited liability company (“LLC”). If more than one person is involved in establishing the business, then they may, alternatively, choose to form a partnership.

ˆ Back to Top



If I operate my business under my personal name, is it necessary to register it someplace?
You do not need to register your own name if you are using it as your business name. If you are using another name, you must file an assumed business certificate in the local County Clerk’s office.

ˆ Back to Top



What are the advantages of forming a limited liability company?
The LLC is generally considered advantageous for small businesses because it combines the limited personal liability feature of a corporation with the tax advantage of a partnership or sole proprietorship. Profits and losses can be passed through the company to its members, or the LLC can elect to be taxed like a corporation. LLC’s do not have stock and are not required to observe corporate formalities. Owners are called members, and the LLC is managed by these members or by appointed managers.

ˆ Back to Top



What should I know about forming a corporation?
A corporation is a complex business structure with more start-up costs than many other types of businesses. A corporation is a legal entity separate from its owners, who own shares of stock in the company. It can be created for profit or nonprofit purposes, and may be subject to increased licensing fees and more government regulation than other forms of business. Profits are taxed both at the corporate level and again when distributed to shareholders. Shareholders are not personally liable for corporate obligations unless corporate formalities have not been observed. Observing such formalities provides evidence that the corporation is a separate legal entity from its shareholders. Failure to do so may open up the shareholders to liability of the corporation’s debts. Corporate formalities include: issuing stock certificates, holding annual meetings, recording the minutes of the meetings, and electing directors or ratifying the status of existing directors. You are advised to always use the assistance of a qualified attorney when forming a corporation.

ˆ Back to Top



What is the advantage of forming an “S” corporation?
The structure of an “S” corporation is identical to the “C” corporation in many ways, but offers avoidance of double taxation. If a corporation qualifies for S status with the IRS, it is taxed like a partnership: the corporation is not taxed, but the income flows through to shareholders that report the income on their individual returns.

ˆ Back to Top



Intellectual Property
Many intangible assets of a business should be legally protected. A company’s name, logo, brand name and distinctive goods and services are entitled to copyright protection. Proprietary computer software, designs and many other creations may be eligible for trademark registration. Patents are often thought to cover only machines and other manufactured products, but can also protect processes. Trademark, copyright and patent registrations can help a business protect the elements that give it a competitive advantage in the marketplace.

ˆ Back to Top



Employment Agreements
Many companies, especially technology companies, count the knowledge of their employees as some of their most important assets. Yet they fail to protect those assets through non-disclosure and non-compete agreements with their employees.

ˆ Back to Top


You should always meet the lawyer who will actually handle your case to make sure you feel comfortable in placing this important matter in his hands. Look over Paul Goldstein and Lindsey Goldstein’s biographies and make “The Right and Intelligent Choice”.

If you have further questions, please contact us at 1-845-345-8542 or e-mail us at: paul@goldsteinlawfirm.com.

ˆ Back to Top