Business & Corporate Law Attorney in New York

The Law Office of Inna Fershteyn specializes in complex NY business transactions and helps clients to successfully open, buy, sell, and operate their businesses. Call (718) 333-2395 to speak to our business & corporate lawyers in NYC.

 The Law Office of Inna Fershteyn will help your business to get off the ground fast. We can handle all the consultation, drafting and filing necessary to form your entity correctly. Our business formation services in New York include in-depth one-on-one consultation, drafting and filing your articles, drafting shareholder agreements, bylaws, operating agreement, share certificates, and our care and feeding memo to help in your first several months of new operations.

What does a Business and Corporate Attorney Do?

Whether a corporate attorney works with a multi-million dollar company or small start-up companies, his main role is to advise corporations of their numerous legal rights, responsibilities and obligations. Corporate lawyers are responsible for drafting and reviewing contracts and agreements associated with the business such as shareholder agreements, by-sell agreement, issuance of corporate shares to new members, drafting minutes and resolutions of the board meetings and keeping corporate books in order.

Some of these agreements also include mergers, acquisitions, and divestitures. Corporate attorneys are also responsible for advising their business clients on corporate governance and operation issues such as the rights and responsibilities of corporate officers and directors as well as the general oversight of the legal activities that occur in the company. Lastly, corporate attorneys are responsible for helping their business clients provide financial information to their owners, employees, and shareholders including reports that must be filed with the Securities and Exchange Commission (SEC) as well as other government agencies.

Business and Corporate Transaction Legal Services We Offer:

As an experienced corporate attorney, Inna Fershteyn works closely with financial advisors and accountants to help both start-up companies and existing S-corporations, C-Corporations, LLCs and other business entities to create the best financial and tax structure for their companies

Also, she provides advice on selecting appropriate legal business entities such as sole proprietorship, corporation, limited liability company, and partnership. Inna also aids with corporate governance and updating and preparing corporate records.

Some of our other business and corporate legal services include:

  • Taxpayer ID
  • IRS Sub-S Elections Form 2553
  • Buy-Sell Agreements
  • Shareholder Agreements
  • Corporate Minutes and Resolutions for Board meetings
  • Issuance of Share Certificates
  • Business and Entity Formations

What is an LLC?

A limited liability company, also known as a LLC, is a United States-specific form of a private company. It is a business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability aspect of a corporation.

What is an S-Corporation?

An S-Corp is a closely held corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. It is a special feature of business ownership within the United States that allows for a corporation to avoid double taxation because it is not required to pay corporate income taxes on the profits of the company. In an S-Corp, all profits and losses are directly passed on to the shareholders of the company.

Pros of LLC and S-Corporation

Pros of LLC

Some pros of an LLC are that:

  • It provides liability protection for members and managers; it protects the owner’s assets from facing personal lawsuits from clients or customers with whom he’s done business.
  • LLCs generally require less paperwork and lower ling costs. In an LLC, all external business related lawsuits will be held against the company rather than the individual owner.
  • LLCs are also easier to maintain since they allow easier maneuver of income to business members while avoiding unnecessary taxes. For example, if you were to start a record label and sign an artist, you have been getting paid $1,500.00 instead and want to take legal action.
  • An LLC would protect all income made from that time period and all assets you have outside of the contract. Also, at any point an LLC may choose to be taxed as an S-Corp or a C-Corp (another type of company) by linking a document called an election with the IRS.

Pros of S-Corporation

Some pros of an S-Corp are that:

  • As with LLCs, owners of S Corps are protected from legal liability.
  • An S-Corp also can sell stock as well as the option to purchase stock at a fixed price.

Additionally, opening an S-Corp allows the owner(s) of the business to write off any eligible start-up losses from their chargeable taxes.

Cons of an LLC and S-Corporation

Cons of an LLC

Some cons of an LLC are that:

  • The renewal fees or publication requirements can be pricey, and even if you are a member of your own company, you cannot pay yourself any wages.
  • LLCs are subject to franchise and capital values taxes in select states, as well as ownership of the LLC needing to be distributed among all company members (which can also be a pro). In keeping with the record label example, you would not be able to pay yourself as a manager. The $1,000.00 you make is the artists’ payment to you, however you would not be able to claim any other money from her.
  • All your income comes from your employees.

Cons of an S-Corporation

Some cons of S-Corp are that: 

  • For one, S-Corp are highly scrutinized by the IRS since tax policy changes with the way payments are distributed to employees (salaries or dividends).
  • Additionally, ownership of an S-Corp is capped at 100 shareholders, and owners run the risk of losing S-Corp status if the IRS learns that there is a greater number of people running the company.

Business Continuity Planning- How to Successfully Transfer a Family Business to Your Children?

Many owners who seek advice from estate planning attorneys own family businesses, and one of their biggest concerns is how to pass on the business to the next generation. There are many different ways that a business can be passed on to the next generation. Here are a few different ways that you could transfer your business to your children.

Putting Your Family Business In Your Will:

One way you could transfer your family business to your children is by putting it in your will. This process is super simple and will allow you to have control of your business for as long as you are alive. Although this is a simple method, there may be some downsides depending on your situation. Many business owners feel that before the children are given the entire business, they should first learn to manage the business, and instead the children can have an ownership stake in the business, which can give them time to learn how to run the business. Some owners also worry that as they get older they may not be fully competent to run the family business. Lastly, there may be tax advantages to transferring all or part of the business while you are still alive.

Gift Your Business to Your Children:

Another way you could give your family business to your children is by simply gifting all or part of the business to them. This may result in you having to pay a gift tax, but at least through the end of the year, the lifetime gift exclusion is very large, so there may be little to no gift tax to pay. A big advantage to this method of transferring your business is that any future appreciation in the value of the business will be excluded from your estate, so it won’t be subject to estate tax when you die.

Contact a NY Business Law Attorney Today

Attorney Inna Fershteyn and her team of dedicated NYC business attorneys work closely with financial advisors and accountants to help both start-up companies and existing ventures and to create the best financial and tax structure for their entity. As an experienced NY corporate lawyer, Inna Fershteyn provides advice on selecting appropriate legal business entities such as sole proprietorship, corporation, limited liability company, and partnership. She also aids with corporate governance and updating and preparing corporate records. To book a consultation with Inna Fershteyn, call 718-333- 2394.

FAQ’s

Does the IRS treat S-Corp as an LLC?

It is important to note that, in the eyes of the IRS, the terms LLC and S-Corp essentially refer to the way in which a company is taxed. A multi-owner LLC is taxed like a business partnership by default, though LLCs can choose to be taxed as S-Corps after ling an election. Though an LLC can technically choose to be taxed as an S-Corp, the two business structures are inherently incongruent. One such incongruence is that LLCs are known to be less expensive and require less paperwork while S-Corps tend to be trickier to legally form.

Can an S-Corp be a member in an LLC?

This is where it gets interesting. An S-Corp may own up to 100% of an LLC, however, LLCs are not permitted to have any ownership stake in S Corporations. Single owner LLCs, called “disregarded entities” by the IRS, are the only known exception regarding the ownership of S-Corp stock by LLCs and can own and receive profits from S-Corps in which they hold a position.

What is a Non-Profit C Corporation?

A non-profit C corporate Corporation is a type of charitable organization that the IRS recognizes as tax-exempt. This means that these types of Corporations do not have to pay income tax on their earnings or on the donations that they receive. 2 to the complicated tax situation that comes with a non-profit C corporation a large percentage of the time spent by 501 C corporations is in making sure they stay current with the IRS and their regulations.

How Do I Know What Organizational Structure is Best for my Business?

LLC’s and S-Corp are great tools for asset protection. They both provide protection for your personal assets and come with multiple tax advantages. Before settling on one option for your business, make sure to consult with a licensed asset protection attorney who can help guide you along the path of deciding which type of company will benefit you in the long run.

What is the Difference Between a Trademark, Patent, and Copyright?

A trademark is a word, phrase, symbol, and/or design that identifies and distinguishes the source of the goods of one party from those of others. A service mark is a word, phrase, symbol, and/or design that identifies and distinguishes the source of a service rather than goods. Some examples include brand names, slogans, and logos. A patent is a limited duration property right relating to an invention, granted by the United States Patent and Trademark Office in exchange for public disclosure of the invention. Patentable materials include machines, manufactured articles, industrial processes, and chemical compositions. The duration of patent protection depends on the type of patent granted. A copyright protects original works of authorship including literary, musical, and artistic works, such as novels, movies, songs, computer software, and architecture. The duration of copyright protection depends on several factors.  For works created by an individual, protection lasts for the life of the creator and or author, plus 70 years. For works created anonymously, protection lasts 95 years from the date of the publication or 120 years from the date of creation, whichever is shorter.

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