Lawyers, Answer Questions  & Get Points Log In

New York Business Law Questions & Answers

1 Answer | Asked in Banking and Business Law for New York on

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.

Michael David Siegel answered on Aug 20, 2019

I do not know what a "restated" certificate is. What are you trying to do?

1 Answer | Asked in Business Law for New York on

Q: Would my holding company be better as a c corp or just llc

Michael David Siegel answered on Aug 9, 2019

This is totally a tax issue which depends on your tax return. There is no set answer.

1 Answer | Asked in Banking and Business Law for New York on

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?

Michael David Siegel answered on Aug 8, 2019

You can sue, but the case will turn on your proof, which seems thin based on your post.

1 Answer | Asked in Business Law for New York on

Q: What paperwork must I file with NYS to transfer ownership of a corporation, with no assets ?

Michael David Siegel answered on Aug 7, 2019

Short answer -- none. Best practices answer -- amend the certificate of incorporation to change the address for service of process.

1 Answer | Asked in Business Formation and Business Law for New York on

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 »

Michael David Siegel answered on Aug 7, 2019

There would be no reason to do this. It does not impact taxation or operations.

1 Answer | Asked in Business Law, Civil Litigation, Employment Discrimination and Employment Law for New York on

Q: What effect could cases like Arlene’s Flowers v Washington, if successful, have on employment anti discrimination laws?

Charles Joseph answered on Jul 24, 2019

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 »

1 Answer | Asked in Business Formation and Business Law for New York on

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?

Michael David Siegel answered on Jul 19, 2019

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 »

1 Answer | Asked in Business Law, Contracts and Small Claims for New York on

Q: If I have a signed but undated loan contract (with myself being the lender), how can I prove my case in court?

Michael David Siegel answered on Jul 9, 2019

Prove the advance of funds. There should be a date on the check.

1 Answer | Asked in Real Estate Law and Business Law for New York on

Q: Is there a deadline for co-ops to provide financial statements to its shareholders?

Elaine Shay answered on Jul 8, 2019

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.

1 Answer | Asked in Business Law, Construction Law and Contracts for New York on

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 »

Bruce Alexander Minnick answered on Jun 20, 2019

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 »

1 Answer | Asked in Business Law for New York on

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 »

Michael David Siegel answered on Jun 12, 2019

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.

2 Answers | Asked in Employment Law and Business Law for New York on

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.

V. Jonas Urba answered on Jun 7, 2019

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 »

View More Answers

1 Answer | Asked in Business Law, Civil Litigation, Contracts and Gov & Administrative Law for New York on

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 »

Bruce Alexander Minnick answered on Jun 7, 2019

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."

1 Answer | Asked in Business Law and Civil Litigation for New York on

Q: I need to depose witness that lives out of state. I want the depo governed by NY CPLR rules. any caselaw on this?

Michael David Siegel answered on Jun 6, 2019

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.

1 Answer | Asked in Business Formation and Business Law for New York on

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.

Michael David Siegel answered on May 28, 2019

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.

2 Answers | Asked in Business Law and Tax Law for New York on

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?

Michael David Siegel answered on Apr 5, 2019

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.

View More Answers

1 Answer | Asked in Business Law for New York on

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.

Michael David Siegel answered on Mar 25, 2019

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.

1 Answer | Asked in Contracts and Business Law for New York on

Q: I filed a mechanics lien in ny state. The recipient refuses to sign for it. Is it still considered valid?

Michael David Siegel answered on Mar 13, 2019

It must be served. I am not sure what "signed for it" means.

1 Answer | Asked in Business Law and Contracts for New York on

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?

Michael David Siegel answered on Mar 12, 2019

Under the terms of the contract, assuming you have a right to payment, you can sue.

1 Answer | Asked in Criminal Law, Employment Law, Products Liability and Business Law for New York on

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 »

V. Jonas Urba answered on Mar 8, 2019

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.