New York Business Law Questions & Answers
Q: Do I have to file a restated certificate if I already filed an amended certificate of incorporation?
I’m a single owner of my corporation trying to get an SBA Loan through a bank.
I do not know what a "restated" certificate is. What are you trying to do?
Q: Would my holding company be better as a c corp or just llc
This is totally a tax issue which depends on your tax return. There is no set answer.
Q: I was 50% owner of a small corporation. When I retired I gave my shares to my partner for $1 with the understanding that
he would pay outstanding loans. Two were in my name personally but he has agreed to pay them off. Years have gone by and I am making payments but nothing from him. About $40,000. Can anything be done?
You can sue, but the case will turn on your proof, which seems thin based on your post.
Q: What paperwork must I file with NYS to transfer ownership of a corporation, with no assets ?
Short answer -- none. Best practices answer -- amend the certificate of incorporation to change the address for service of process.
Q: How do I move an LLC from NY to CA in a process that results in a domestication equivalent.
I am under the impression that New York doesn't allow for domestication, and because it is required in both states it wouldn't be possible as a result. Therefore, my only options would be creating two LLCs, potentially dissolving the original, or creating a foreign entity in CA. However, I recently... Read more »
There would be no reason to do this. It does not impact taxation or operations.
Q: What effect could cases like Arlene’s Flowers v Washington, if successful, have on employment anti discrimination laws?
Arlene’s Flowers v. State of Washington is a collection of cases. They all are based on a gay couple who tried to order flowers for their wedding. The florist refused to provide floral arrangements for a same-sex wedding because of her Christian beliefs. The couple, with the help of the ACLU,... Read more »
Q: Does a band under an LLC have to file a new LLC (i.e. foreign qualification) in every state they play a concert in?
The short answer is no. But, there are tax issues in each state, and the matter will turn on the manner of payment. The most famous case on this involved the State of New Jersey against Lawrence Taylor the football player. The state sought to recover taxes for each game day in NJ based on his... Read more »
Q: If I have a signed but undated loan contract (with myself being the lender), how can I prove my case in court?
Prove the advance of funds. There should be a date on the check.
Q: Is there a deadline for co-ops to provide financial statements to its shareholders?
Both NYS law and the Coop's By-Laws address requirements for the financial information that must be provided to shareholders. If you have questions about your specific building, it would be useful to sit down with an attorney to review the unique circumstances of your Coop.
Q: Is a oral contract with a remodeling contractor who has been given the code approved plans provable in a court of law?
Hired a contractor upon receiving a written estimate. He was provided with engineered building plans and the knowledge the code enforcement was involved. I was the permit holder. He received payment in advance due to him stating he could secure financing through Synchrony bank where he is a... Read more »
Your question assumes a critical fact not established in this dispute. Just because you say the contract was oral does not make it so. IMPO, the remodeling contract you have with the contractor is clearly evidenced by the written estimate provided to you, apparently without objection. Paying the... Read more »
Q: Regarding Retainage on a contract in NYC: We are a subcontractor to a general contractor
In the Service Contract that we signed, payment of the retainage is specified as being no more than 30 days after the GC is paid by the Owner. I'm wondering if the actual due date for payment is 30 days after we complete work ... not based on whether the GC is paid or not. I believe that the... Read more »
The retainage should be paid when the GC is paid, as this payment is for past work. You should also have a completion payment. It is possible there is an overlap between the two.
Q: Can a business withold an employee's earnings?
Accounting said they paid double overtime by accident and that they need retribution. They are withholding my paycheck until i sign a form and say they can take it out of future paychecks.
I think you meant to write "restitution." If you pay anyone more than they are entitled to they will need to pay you back. You accidentally hand the McDonalds clerk a 50 instead of a 20 but only get change for a 20 they do not get to keep the excess unless they honestly did not see that you handed... Read more »
Q: Help filing suit for breech of contract.
I pawned my stereo for $125 with the understanding that I would be back to pick it up within 7 days. I called on the 4 day and was told it got sold a few days prior. He not only broke out deal, but he broke state law by selling the item before the 5 day minimum wait time. I have a witness to the... Read more »
The amount of money involved is way too small to be of interest to most lawyers. FYI, the law is not designed to solve every little problem that comes your way during this lifetime; the Latin phrase for this rule is "De minimus non curat lex."
Q: I need to depose witness that lives out of state. I want the depo governed by NY CPLR rules. any caselaw on this?
Even better, there is a statute. You need to get something called a commission, which is a special proceeding in the state where the witness lives, based on an order from the NY court.
Q: Starting a sole proprietor pet sitting business. Do I need a DBA and/or EIN?
I will be operating under a different name than my legal name and will be hiring independent contractors.
If you are using a name instead of your own, you definitely should have it registered as a DBA. While you do not have to incorporate, if you are hiring people, you should. One is not necessarily an independent contractor just because you say so.
Q: What is the difference between LLC structured as a S Corp and a Corporation elect to be a S Corp?
What are pros and cons for each type?
LLCs are not S-corps, but the tax issues are the same. There is little difference. These are tax driven questions which are determined by your personal tax situation.
Q: Is a co-op board legally required to let shareholders know what lawsuits are pending against the building?
I think one of the tenants (shareholders) in my building may have filed a lawsuit against the building for a "slip and fall". I would like to know if this could create significant risk to the building.
The easiest way to find out is just to look it up on the court docket. A board does not have to discuss litigation with shareholders. There is no risk, as insurance covers this claim.
Q: I filed a mechanics lien in ny state. The recipient refuses to sign for it. Is it still considered valid?
It must be served. I am not sure what "signed for it" means.
Q: A client signed my contract, gave me a check that bounced and I did some of the work, what are my rights?
This was a B2B relationship. The client signed my contract, then they gave me a check and it bounced...it never cleared. I did some marketing work for the client and now the client is ignoring me and refuses to pay me what we agreed upon. What are my rights?
Under the terms of the contract, assuming you have a right to payment, you can sue.
Q: Destruction of Property- subcontractors
I hired a subcontractor to do work for me in NY state. He hired an uninsured, unlicensed guy to do the actual work. This person he hired went outside the scope of instructed work and started pulling wires, cutting wires, and shutting off breakers in my clients facility. Once this was discovered, he... Read more »
How do you know the sub was a non-employee. You can always contact the Department of Labor. That may not help you much but only the DOL can decide who is or who is not an employee. Even if everyone wanted to agree, in writing, that the unlicensed was independent. What both parties think is beside... Read more »
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.
