NYC Corporate Law Services
Corporate law can be a minefield of unfamiliar terms and processes, with pitfalls for those without proper legal representation. Perdomo Klukosky and Associates will give you the right legal guidance so that you and your corporation can stop worrying about the legal side of things, and get back to doing the work you love.
- Choosing what type of business you have will have direct effect on distribution of profits, and personal and tax liabilities.
- From a new corporation to an established corporation, Perdomo Klukosky and Associates can help you.
- Francelina Perdomo, the Managing Partner of Perdomo Klukosky and Associates offers you the experience, knowledge, and planning for your corporate legal needs.
Below is a summary of the most common corporate law services our firm provides. Perdomo Klukosky and Associates can help you become more informed about the legalities involved in starting, running, buying, or selling a business.
We are happy to provide this information, and we hope it proves to be helpful. If you require legal services related to any of these items, please contact us.
Sole proprietors are individuals who own a company, and have chosen to be a single entity with said company for the purpose of taxes and liabilities. Instead of filing a business tax return, a sole proprietor includes business income and losses on his or her individual tax return. Since the proprietor and the business are considered one and the same, he or she is legally liable for any debt accrued by the business.
Limited Liability Company
LLC is an abbreviation for limited liability company, a business structure which allows owners to assume limited personal liability for actions taken, or debts accrued by the company. LLCs are allowed by state statutes. They operate in a manner similar to a partnership, in that there is more management flexibility than a corporate structure would provide.
LLC owners are referred to as members, and may be individuals, foreign entities, even other LLCs. States usually disallow certain types of businesses, such as banks or insurance companies, from operating as LLCs.
S Corporations are corporations that choose to funnel income, losses, deductions, and credit through their shareholders, to avoid double taxation at the federal level. Mandatory rules apply to all S corporations: they must be based in the United States, with no more than one class of stock, and no more than one hundred shareholders. Other eligibility requirements must also be met, so some business types are excluded from forming S corporations. A NYC Corporate Lawyer will help make sure all eligibility requirements are met.
A C corporation differs from an S corporation in that the owners of a C Corporation has very limited liability. This type of corporation is considered its own entity so the owners cannot be sued personally. Profits from a C corporation are taxed based on company profits.
Partnerships are binding written agreements among partners that outline their rights and obligations. This includes how earnings are distributed among partners, how assets would be divided if the partnership is ended by any or all parties involved, and what would occur in the event of a partner's disability or death.
It also details the rights and responsibilities of the partners. A buy-sell clause, which indicates the terms under which the business may be sold, or one or more partners can be bought out, is an important element of the partnership agreement.
Shareholder agreements, also known as a stockholders' agreement, is an agreement that regulates the relationship between a corporation and the shareholders. It is a private contract, and is thereby not subject to public inspection as a company's charter usually is. It may include provisions for disputes to be resolved through arbitration rather than court, or to provide extra protection for shareholders beyond the company's own bylaws.
Confidentiality Agreements and NDAs
Confidentiality agreements, for example, as non disclosure agreements (NDAs), are legal contracts between parties that specify that certain information learned through employment or other contractual relationships, must remain confidential.
These agreements are often used to protect trade secrets, sensitive technical data, or to protect intellectual property from loss of patent rights. If a party reveals the confidential information, they are considered to be in breach of contract.
Joint Venture Agreements
Joint venture agreements involve two or more parties who agree to develop a new entity and assets through the contribution of equity. The parties share control, revenues, and expenses related to the project for a set amount of time. Cooperative work and commitment of all involved parties is necessary for the project's success. Also, communications between parties, and clearly defined expectations make a joint venture much more beneficial to everyone involved.
Option purchase is a contract that provides a party with the option to purchase a security, at an established price, through an established date. It does not obligate the holder to make the purchase, it merely guarantees the availability of the security for purchase by the holder, if they so choose. Option purchase may be used for foreign currency, stocks, or real estate.
Corporate bylaws are drafted by a company's founders or Board of Directors, under the authority of its' charter. They are meant to regulate the way a business is run, including expression of the company's principles, procedures, and rules. It is sometimes joined with a company's articles of incorporation to form one cohesive governing document. Drafting of bylaws is considered to mark the official beginning of a company's existence.
Corporate resolutions are documents prepared and approved by a corporations' Board of Directors, containing a listing of individuals who may take specific actions on behalf of the corporation. These actions include the ability to assign, sell, or transfer securities on behalf of the corporation, in accordance with company rules. Corporate resolutions are considered legally binding, until such time as they are rescinded or revised through action of the Board.
Non Profit Organizations
A non profit organization, or NPO, does not give any profits (called surpluses) of the organization to the owners. This type of organization is normally a charity. They do not have any private owners. Instead, they have controlling board members, who may not sell their stock for profit. Surpluses are retained for future operations.
Again, these are just a few of the ways Perdomo Klukosky Associates can help you choose the option that best suits your needs, and properly ensure all of your paperwork is is done correctly and in a time efficient manner.
Please contact us for a legal consultation with a NYC Corporate Lawyer.