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Corporate Law Questions

What types of businesses operate in the State of New York?

Some of the more common types of businesses that operate in the State of New York are:

  • Business Corporation
  • Not-for-Profit Corporation
  • Limited Liability Company
  • General Partnership
  • Limited Partnership
  • Limited Liability Partnership
  • Sole Proprietorship

What is a business corporation?

A business corporation is a legal entity separate and distinct from the individual(s) who compose the business.  A corporation may be formed by the individual(s)- the “incorporator(s)”- for any lawful business purpose or purposes.

Why should I form a business corporation?

There are many valid reasons why an individual (or individuals) should form a business corporation.  At the top of list is personal liability protection.  As your business grows, so may your exposure to personal liability.  The formation of a corporation causes a separation of the business assets from that of your personal assets.  This formation can help you shelter and protect your personal assets in the event of a lawsuit and judgment against the corporation.  Generally, you are not personally liable for the debts and obligations of the corporation.  Some other features and benefits of forming a corporation include: perpetual duration (unlimited life until its dissolution); easy transferability of ownership interests; and tax saving.

What are the responsibilities of an active corporation?

After you have properly formed a business corporation, an organization meeting of the incorporator(s) must be held for the purpose of adopting by-laws and transacting any other business.
The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any.· The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

In addition, a meeting of shareholders must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws.

By-laws and corporate books and records are not filed with the Department of State or any other state agency.· These are internal documents maintained by the corporation.·

To keep your business in good standing with the Department of State, Division of Corporations, you will need to make sure that you comply with all state, local and federal requirements.
This is also why hiring a lawyer would be a wise decision.

How to dissolve a corporation?

A business corporation may be voluntarily dissolved, if authorized by its shareholders, by filing a Certificate of Dissolution pursuant to B.C.L. § 1003.  The Department of State’s website has a fillable Certificate of Dissolution form.  Prior to dissolving the corporation, you must obtain the consent of the Department of Taxation and Finance.  The completed Certificate of Dissolution, together with the required consent and the statutory filing fee of $60.00 can be filed with the Department of State, Division of Corporations.  If the shareholders do not authorize a voluntary dissolution of the corporation, you may seek a judicial dissolution from the court pursuant to B.C.L. §§ 1104 or 1104-a.      After you have properly formed a business corporation, an organization meeting of the incorporator(s) must be held for the purpose of adopting by-laws and transacting any other business.

The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any.  The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

In addition, a meeting of shareholders must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws.

By-laws and corporate books and records are not filed with the Department of State or any other state agency.  These are internal documents maintained by the corporation.

To keep your business in good standing with the Department of State, Division of Corporations, you will need to make sure that you comply with all state, local and federal requirements.

This is also why hiring a lawyer would be a wise decision.