A Business Formation Lawyer in New York Reviews Your Launch Plan

A new business and an existing out-of-state company may need different filings with the Department of State, or DOS.

Review existing filings before creating another entity. Registering an existing company and forming a new subsidiary are different choices.

Entity selection remains part of the review:

• An LLC allows management by members or managers.
• A corporation has shareholders, with management generally under board direction.
• General partners generally face personal liability for business debts.

LLC members and shareholders generally are not liable for company debts solely because they are owners. Personal guarantees, their own wrongful acts, and specific laws can create separate liability.

An LLC's federal income tax status depends on ownership and tax elections. S corporation status is a tax election, not a separate state entity type. Our entity comparison explains these choices further.

State filings do not settle every question between owners. Internal agreements should address:

• What each founder contributes in cash, property, or work.
• How ownership, voting rights, and profits are divided.
• Who may approve spending or sign contracts.
• What happens after a deadlock, departure, or proposed sale.

Corporate bylaws and formation documents serve different roles. Bylaws address internal rules. Share issuance approvals and records should reflect the agreed ownership.

A founder who signs before the company exists may face personal liability. Later formation does not automatically release that signer. Review the contract and any agreement to substitute the company as the responsible party.

Check the named company and any personal guarantee before accepting rent obligations. A commercial lease review can address guarantee limits, the signing party, and when payments begin.

Members of a domestic LLC must adopt a written operating agreement under LLC Law §417. It may be entered into before, at filing, or within 90 days after filing the Articles of Organization. Keep it internally rather than filing it with DOS.

Most newly formed domestic LLCs also face publication duties under LLC Law §206:

• Use one daily and one weekly newspaper designated by the county clerk for the LLC’s office county.
• Publish once each week for six successive weeks.
• File the Certificate of Publication with the newspaper affidavits.
• Complete the requirement within 120 days after the articles become effective.

Failure to file the required proof on time suspends the LLC's authority to conduct business. It does not automatically dissolve the company or create personal liability for members. Later compliance can lift the suspension.

An IRS employer identification number, or EIN, does not replace state tax registration or operating permits. Review federal, state, and city tax treatment separately.

A business expecting taxable sales generally must apply for a sales tax Certificate of Authority at least 20 days before starting business. Apply through New York Business Express. Taxable sales cannot begin until the certificate is received.

Licensing and property-use approvals depend on the activity and location. Check state agencies and the city, town, or village where the business will operate.

Prepare the following records for review:

• Proposed names, business locations, and opening date.
• Owner details, contributions, and proposed ownership percentages.
• Existing entity filings and tax election records.
• Draft agreements, leases, guarantees, and investor promises.

Flag differences between emails, ownership tables, and signed documents. Identify terms still under discussion.

Ask whether the fee includes publication handling, an EIN application, custom agreements, and contract negotiation. State charges and newspaper fees may be separate from attorney fees.

The engagement should identify who handles permits, tax advice, and later filings. Domestic and authorized foreign LLCs file a Biennial Statement every two years. Calendar the filing month separately from tax return deadlines.

New York does not require a lawyer to form an LLC. Legal review is particularly useful when owners disagree about control, investors request rights, or someone has already signed a contract. Check the service scope before assuming those issues are included.

State processing is only one part of the schedule. Document negotiations, the six-week publication run, and permits can affect timing. An LLC may exist before publication is complete, but separate operating approvals may still be required.