201004.22
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What are my Employer Obligations for Employees in New York?

First you should “Determine Whether Your New York Business has Employees or Independent Contractors” by reading that post or consulting with a corporate attorney. If your New York business hires employees, then the following would apply. Workers’ Compensation.  The New York State Workers’ Compensation Law (“NYWCL”) requires qualifying businesses must obtain workers’ compensation insurance before…

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201004.21
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How to Conduct Due Diligence for a Merger or Purchase of a Business or LLC

Regardless of whether you are buying a business as an asset purchase, a division purchase, a company stock purchase, or a corporate merger, you (and/or your corporate attorney) must conduct due diligence on the target company or corporate division.  Due diligence involves an in-depth investigation of the business.  It requires review of a lot of…

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201004.14
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How Do I Form a Limited Liability Company in New York?

Organizers form an LLC in New York by filing the Articles of Organization, pursuant to Section 203 of the New York Limited Liability Company Law, with the Department of State. Organizers prepare, sign and file the Articles of Organization that creates the LLC. Any person or business entity may be an organizer (it does not…

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201004.09
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Are There Any Special Responsibilities or Formalities Associated With Forming a New York Limited Liability Company?

According to Section 417 of the New York Limited Liability Company Law, the members of a New York LLC are required to adopt a written operating agreement.  The operating agreement may be entered into before, at the time of, or within 90 days after the filing of the Articles of Organization.  The operating agreement is…

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201003.28
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Negotiating the Terms of the Deal — Buying or Selling an LLC or Small Business In New York

After you have found your target New York business to acquire, you (and/or your corporate attorney) have to negotiate the terms of the business purchase transaction.  In this article I will outline some of the typical terms of a term sheet for the purchase of a small business and some of the things you need…

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201003.24
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How Do I Determine Whether my New York Business has Employees or Independent Contractors?

It is critical that you, the business owner, perhaps with the help of your corporate attorney, correctly determine whether the individuals providing services are employees or independent contractors.  For the most part, the employer must withhold income taxes, withhold and pay Social Security and Medicare taxes, and pay unemployment tax on wages paid to an…

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201003.22
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Your Company Should Have a Nondisclosure Agreement (Confidentiality Agreement) with its Employees

A Non-Disclosure Agreement (also known as an NDA or confidentiality agreement) is meant to protect a startup or existing business from its employees misusing valuable proprietary information.  Often it is a good idea to have a confidentiality agreement in place with each of your employees (regardless of position).  For instance, your receptionist and salesperson might…

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201003.19
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How Do I Convert a Partnership, LLC or Other Business Entity into a Corporation?

(You may also want to read our related post, “How Do I Convert a Partnership, Corporation or Other Entity into an LLC?“) The New York Limited Liability Company Laws and the Delaware General Corporation Laws have provisions to easily convert an existing limited liability company, and with respect to Delaware, general partnership, limited partnership, other…

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