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New York Business Formation Questions & Answers
1 Answer | Asked in Business Law and Business Formation for New York on
Q: Can two sole proprietors (not married) operate under a single Certificate of Assumed Name without becoming partners?
Michael David Siegel
Michael David Siegel
answered on Dec 12, 2017

Partnerships can be formal, or implied. Under your scenario, I think partnership is implied. Set up a corporation and do a shareholder agreement to express what your issue is.

2 Answers | Asked in Business Formation for New York on
Q: I would like to know the differences between LLC and S corp

This is for a newly starting business

Edit Stelczner
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Edit Stelczner
answered on Dec 3, 2017

LLC is a pass through entity and has members, all matters generally determined per an agreement between the members. A corporation is a separate entity from its founders and it has shareholders that makes joining and leaving the company generally easier. The decision should be more based on your... View More

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1 Answer | Asked in Business Formation, Business Law, Copyright and Intellectual Property for New York on
Q: i want to use my name as my website for my music. someone else owns it but not using it. i reached out to them, but...

they blocked me apparently. what are my chances of taking it over and actually using it for my music?

Michael David Siegel
Michael David Siegel
answered on Dec 2, 2017

You can usually almost always use your name if it is your own name.

1 Answer | Asked in Tax Law, Business Formation and Business Law for New York on
Q: How can a General Partnership be dissolved in NYS with an rogue member?

How can a General Partnership be dissolved in NYS with an rogue member? What can be done?

Michael David Siegel
Michael David Siegel
answered on Nov 28, 2017

File a final tax return with zero income. Mark it as final. Do a NYS return as well. That is it.

1 Answer | Asked in Business Formation and Business Law for New York on
Q: New york State certificate of assumed name.

I am starting an online business that deals with delivering custom handmade products to people. Customers may come from any county of new york or any state for that matter. Regarding the certificate of assumed name form for new york state, Would I have to check off that I am doing business in all... View More

Michael David Siegel
Michael David Siegel
answered on Nov 28, 2017

Pick one county where you will actually be located.

1 Answer | Asked in Business Formation and Business Law for New York on
Q: New york state Principal place of business in state documents?

If my registered agent service allows it (based on their website), can I list their address as my principal place of business in state documents of my llc?

Michael David Siegel
Michael David Siegel
answered on Nov 28, 2017

Yes.

2 Answers | Asked in Business Formation, Business Law and Employment Law for New York on
Q: I am the director of a UK Limited company. Under a previous work contract for that company before I moved to the US,

the company was granted equity shares in a startup business, to be vested over a 4 year period. I understand that the UK does not require these to be declared until they are sold, but does my personal residency in the US require any declaration of this equity holding in the US? Or since the equity... View More

Michael David Siegel
Michael David Siegel
answered on Nov 16, 2017

This is a tax question, not a legal one. If you file American tax returns, and there is income, it is supposed to be disclosed on the form. If the stock has no income, there is no declaration. I believe immigration paperwork, if you are looking for citizenship, also requires disclosure.

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1 Answer | Asked in Business Formation and Business Law for New York on
Q: I am looking to sell my friend half of the shares of my new S corporation. What paperwork do I need to fill out?

The S corporation has had 0 dollars in or out. It is a brand new company. We are trying to do this without involving an attorney. Also how do I go about making him an officer and what paperwork when I need for that?

Barry E. Janay
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answered on Oct 24, 2017

You asked another question on this forum, you want a stock purchase agreement.

1 Answer | Asked in Business Formation and Tax Law for New York on
Q: Can a newly formed Corporation be assessed penalties for an old Corporation that was dissolved by proclamation?

I established a NYS S Corp in 2005, but never did business, nor did I dissolve it properly. In 2011, the state dissolved it by proclamation, and continues to send periodic bills (in the name of the old corporation) for unpaid filing fees plus penalties and interest to a different address than... View More

Michael David Siegel
Michael David Siegel
answered on Oct 5, 2017

You do not owe this money. They will not come after a new corporation.

2 Answers | Asked in Business Formation, Business Law, Contracts and Real Estate Law for New York on
Q: I am a real estate investor who has had investors approach me for business. What forms do I need to have them complete?
Barry E. Janay
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answered on Sep 18, 2017

There is quite a bit that you need to know, your question is also very general and therefore difficult to address meaningfully. I would be happy to consult with you if you want to reach out to me via private email and schedule a time.

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2 Answers | Asked in Business Formation, Business Law and Copyright for New York on
Q: Can I use the business name e.g. ABC Appliance Repair store, if there is a store called "ABC Store". Same industry, geo.

I am launching an electronics repair store in a new state. They use the name iFix. Mine is iFix (With two other words). Would this be infringing?

Michael David Siegel
Michael David Siegel
answered on Sep 13, 2017

The answer turns on confusion in the marketplace. If the Secretary of State lets you do business under that name, it is probably fine as a matter of trademark.

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1 Answer | Asked in Business Formation and Consumer Law for New York on
Q: If I paid an organization and they gave me a receipt but later they can"t locate or lost the payment, what do I do?
Donovan A Rodriques
Donovan A Rodriques
answered on Sep 1, 2017

If the organization fails to fulfill their promised obligation, you may send them a demand letter and/or bring a claim for breach of contract.

3 Answers | Asked in Business Formation for New York on
Q: Is there a form to complete to establish an organization as an "NGO" in the US?

Does nonprofit=NGO?

Mary Madeline Roberts
Mary Madeline Roberts
answered on Aug 29, 2017

No. Typically NGO connotes non-governmental organization, such as the UN. Whereas Non-profits are typically abbreviated as 501(c)(3) and in other manners.

For a free consult m.madeline.roberts@madelineroberts.com

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1 Answer | Asked in Business Formation for New York on
Q: Can I open and register a business in New York City without SSN or ITIN number?

The Immigration and Customs Enforcement (ICE) is keeping my passport and that is the only primary ID I had. Plus, I do not have a social security number or ITIN number either. Is there any way that I can register my company in NYC with NYC ID but without SSN/ITIN number? It could be a third party... View More

Michael David Siegel
Michael David Siegel
answered on Aug 14, 2017

You can register a corporation without any TIN. To get a tax ID number, a third party with an SSN can request it, but the IRS will treat that person as a responsible party.

1 Answer | Asked in Business Formation for New York on
Q: How do I know if I need to file for an LLC or an LLP?
Michael David Siegel
Michael David Siegel
answered on Aug 8, 2017

The answer will depend on what you are doing, and tax considerations. While it can be for anything, the LLP structure tends to be for professional type businesses, like law firms.

2 Answers | Asked in Business Formation, Civil Litigation and Employment Law for New York on
Q: I currently work for a non-profit organization in Iraq, and the ngo would like to open a branch in the USA, can we?
V. Jonas Urba
V. Jonas Urba
answered on Jul 19, 2017

With the internet essentially anyone can open "branches" anywhere. It depends on what you mean by a branch.

I think you are asking more of an immigration or temporary work visa question regarding who "might possibly" be permitted to travel to a new physical location in...
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1 Answer | Asked in Business Formation for New York on
Q: Do you have to have business degrees and or and other degrees to open a business

I would like to open my own repair garage or possibly another kind of business. Do I need degrees for them

Ali Shahrestani,
Ali Shahrestani,
answered on Jul 10, 2017

It depends on the business. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on... View More

1 Answer | Asked in Business Formation for New York on
Q: Can I start a business in my with out any business degrees or degrees in the field.
Ali Shahrestani,
Ali Shahrestani,
answered on Jul 10, 2017

It depends on the business. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on... View More

1 Answer | Asked in Banking, Business Formation and Business Law for New York on
Q: Can I open a business bank account for someone else with an authorization letter?
Barry E. Janay
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answered on Jul 5, 2017

Yes, but you'll need the articles of organization, the FEIN #, and a board resolution indicating that you are authorized.

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