Kiritsis & Associates
Kiritsis Law Group Call us at 212-922-0005
Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
Shareholders may take any action without a meeting by written consent, either signed by the holders of all outstanding shares entitled to vote, or if the certificate of incorporation permits, signed by the holders of outstanding shares having at least the minimum number of votes that required to authorize the action. BCL 615(a). The documentation of meetings (i.e., paper meeting minutes, document generation and preparation) may help prevent future disputes and/or misunderstandings.
Some items worth considering prior to starting a Corporation, may include:
What is the name of the Corporation?
Will the Corporation be for profit or non for profit?
Will the bylaws be indicative of a for profit or non profit Corporation?
Can shareholder action be taken without a meeting?
How many directors will serve on the Board of Directors?
Will the Corporation have a seal?
Will the corporate bylaws be subject to being amended by a simple majority?
Will the corporate bylaws be subject to being amended by a super majority?
In the event of a lawsuit, will the corporation pay for its directors and officers' legal defense fees?
Will the Corporation have the ability to issue stock certificates upon proper request?
Should the initial Board of Directors members be named in the Articles of Incorporation?
Will the Corporation have at least one President?
Will the Corporation have at least one Vice President?
Will the Corporation have a treasurer?
Who is going to be the corporate secretary of the Corporation?
When will the internal affairs governing documents of the Corporation be signed?
Who will act as the Corporation's organizer?
Will the Corporation adopt a trade name?
What will be the Corporation's legal name?
What will be the physical address of the Corporation?
What will be the Corporation's mailing address?
When will the Corporation's operations begin?
How many employees will the Corporation have?
What is the anticipated annual revenue of the Corporation?
What will be primary type of activities in which the Corporation will engage in?
Where will the Corporation conduct its day to day business operations?
How many authorized shares will the Corporation have?
Will the Corporation's shareholders have the legal right to maintain their ownership percentage through additional stock purchases?
Will the Corporation's shareholders be required to offer to the Corporation first their shares prior to selling them to others?
What will be the Corporation's fiscal year end date?
Will the directors of the Corporation be authorized to lease office space on behalf of the Corporation?
Who is the contact person of the corporate commercial tenant, with regards to correspondence with the underlying commercial landlord?
Will officers/directors be authorized to enter into employment agreements with the corporation?
Which corporate officers will be authorized to legally bind corporations with regards to employment agreements?
What are the contact information of the individual officers?
Who are the Corporation's key employees from the perspective of taxation and corporate governance, respectively?
Will the Corporation have non-Board member key employees?
Who are the Corporation's initial shareholders?
What will be the contributions of each of the initial shareholders?
What shareholder voting requirements are needed for approving corporate action at properly conducted shareholder meetings?
What shareholder vote requirements are needed to approve corporate action via written consent (absent a shareholder agreement)?
What are the shareholder voting requirements needed for changing the corporate bylaws?
When and where will the initial Corporation shareholder meeting will be held?
What are the logistics of scheduled corporate shareholder meetings?
Will the Corporation issue stock certificates?
Will fringe type of benefits be offered by the Corporation?
What benefits (if any) will be offered by the Corporation to its shareholders, officers and/or directors?
Who will be the Corporation's registered agent?
Who will be the Corporation's accountant?
Who will be the Corporation's lawyer/general counsel?
Who will be the Corporation's insurance professional?
Who will be the Corporation's banker?
Has a founder's type of agreement been entered PRIOR to the date of incorporation?
Is the underlying business of the Corporation an already existing business or is it an entirely new start up?
Will the Corporation be treated as a C Corp for tax related purposes?
Will the Corporation elect S Corp tax treatment?
Will the Corporation have LLCs/Subsidiaries?
Citations and possibly useful reference links, may include:
-New York State Bar Association
-New York City Bar Association
-American Bar Association
-New York State Secretary of State: Divisions of Corporations
-Internal Revenue Code
-Internal Revenue Service
-New York Department of Finance
-New York Business Corporation Law
-New York UCC (Uniform Commercial Code)
-New York LLC (Limited Liability Company) Law
-New York General Obligations Law (GOL)
-New York CPLR
-Delaware Corporate Law
-Delaware LLC Law
-Revised Uniform Limited Liability Company Law (RULLCA)
-New York Partnership Law
-New York Trust Law
-New York Constitution
-Gordon v. Doty 69 P.2d 136 (Idaho 1937)
-A. Gay Jenson Farms Co. v. Cargill, Inc., 309 N.W.2d (Minn 1981)
-Hoddeson v. Koos Bros., 47 N.J. Super. 224 (N.J. Super. Ct. App. Div.1957)
-Ira S. Bushey & Sons, Inc. v. United States, 398 F.2d 167 (2d Cir. 1968)
-Majestic Realty Assoc., Inc. v. Toti Contracting Co., 30 N.J. 425 (1959)
-Town & Country House & Home Serv., Inc. v. Newbery, 3 N.Y.2d 554
-Fenwick v. Unemployment Compensation Comm’n, 133 N.J.L. 295 (1945)
-Martin v. Peyton, 246 N.Y. 213 (1927)
-Meinhard v. Salmon, 249 N.Y. 458 (1928)
-Eisenberg v. Flying Tiger Line, Inc., 451 F.2d 267 (2d Cir. 1971)
-Marx v. Akers, 644 N.Y.S.2d 121
-Auerbach v. Bennett, 47 N.Y.2d 619 (1979)
-A.P. Smith Mfg. Co. v. Barlow, 13 N.J. 145 (1953)
-Kamin v. American Express Co., 86 Misc.2d 809 (N.Y. Sup. Ct. 1976)
-Francis v. United Jersey Bank, 87 N.J. 15 (1981)
-Bayer v. Beran, 49 N.Y.S.2d 2 (N.Y. Sup. Ct. 1944)
-Escott v. BarChris Construction Corp.m 283 F.Supp. 643 (S.D.N.Y. 1968)
-Levin v. Metro-Goldwyn-Mayer, Inc., 264 F.Supp. 797 (S.D.N.Y. 1967)
-Rosenfeld v. Fairchild Engine & Airplane Corp., 309 N.Y. 168 (1955)
-AFSCME v. AIG, Inc., 462 F3d 121 (2d Cir. 2006)
-Crane Co. v. Anaconda Co., 39 N.Y.2d 14 (1976)
-Ingle v. Glamore Motor Sales, Inc. 73 N.Y.2d 183 (1989)
-Metropolitan Life Ins. Co. v. RJR Nabisco, Inc., 716 F.Supp 1504 (S.D.N.Y. 1989)
-Morgan Stanley & Co. v. Archer Daniels Midland Co., 570 F.Supp 1529 (S.D.N.Y. 1983)
-Form 1099- DIV
-Buckley v. Valeo, 424 U.S. 1 (1976)
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Our firm has a robust practice area presence, with regards to business formation and corporate governance. Below are just some of the areas, that our firm may be able to help you with:
-New York Incorporation State Filing Forms
-NY Incorporation State Filing Fee Payment Forms
-Corporate Books and Records
-Incorporator Filer Services
-Incorporation Organizer Services
-Corporate Secretary Services
-Piercing the Corporate Veil
-Professional Service Corporations
-Corporate Meeting Minutes
-Corporate Paper Meetings
-Corporate Live Meetings
-New York BCL Legal Analysis Services
-DIrect Corporate Litigation
-Derivative Corporate Litigation
-Corporate Employment Contracts
-Corporate Independent Contractor Agreements
-Corporate Reverse Mergers
-Corporate Tax Return
-Corporate Tax Compliance
-Corporate Tax Controversies
-Corporation Stock Certificates
-Corporation Preliminary Name Search
-Corporate Banking Resolution
-Corporate Asset Purchase Agreements
-Asset Protection Driven Incorporations
-Tax favored Corporations
-S Corp tax election
-Corporate Resolution Authorizing Transaction
-Corporate Service Agreements
-Ongoing Corporate Legal Counsel Assistance
-Minority Business Certification for New York Corporations
-Women Owned Certification for New York Corporations
-Veteran Owned Small Business Certification for New York Corporations
-Service Disabled Veteran Small Business Certification for New York Corporations
-Legal Name Selections for New York Corporations
-Corporate Tax Ids
-Corporation New York State Tax Id
-Federal Corporate Income Tax Return
-State Corporate Income Tax Return
-For Profit Business Corporations
-New York Domestic Business Corporations
-New York Foreign Qualified Corporations
-Shareholder Proxy Battles
-Shareholder Voting Proxy Trust Agreements
-Bearer Corporate Stock Certificates
-Par Value Corporate Stock Shares
-Par Value Corporate Stock Certificates
-Corporation LLC Divisions
-Corporation D & B Numbers
-Bank Letters for Corporations
-Employer Manuals for Corporations
-Corporation Federal Trademarks
-Corporation State Trademarks
-Corporation Federal Service Marks
-Corporation State Service Marks
-Corporation Copyright Registration
-Corporation Business Registration
-Corporation Biennial Filing Reports
-Corporation Franchise Fee Filling Reports
-Corporation Stock Purchase Agreements
-Corporate Indemnification Agreements
-Corporate Shareholder Restrictive Agreements
-Corporate Shareholder Divorce Protection Structuring
-Corporate Security Agreements
-Corporate Lender's Agreements
-Corporate Promissory Notes
-Corporate Capital Stock
-Corporation Non Voting Stock Certificates
-Corporation Preferred Stock Certificates
-Corporate Side Agreements
-Corporation Registered Agent Services
-Corporation General Counsel Club Services
-Duplicate Corporate Kit Orders
-Replacement Corporate Kit Orders
-New Corporate Kit Orders
-Corporate Books & Ledgers
-Corporate Meeting Recordation Services
-Articles of Incorporation
-Corporate Shareholder Ownership Register
-Seed Capital Credit Agreements
-Shareholder Stock Pledge Agreements
-Corporation Independent Director Service Agreements
-Customized Corporate Record Kits
-Corporation Document Retrieval Services
-Corporation Filing Forms Services
-Corporation Nominee Services
-UBO (Ultimate Beneficial Owner) Trust Agreements
-Corporate Stock Ledgers
-Corporation Fictitious Names
-Corporation Alternate Names
-For Profit Corporations
-Low Profit Corporations
-Non Profit Corporations
-Shareholder Directive Order Agreements
-Perpetual Duration Corporations
-Limited Duration Corporations
-De jure Corporations
-De facto Corporations
-Corporation Certificate of Good Standing
-Corporate Tax Clearance Letter
-Corporate Spin Offs
-C Corp electing S Corp tax treatment
-Ending S Corp tax election
-C Corp Subsidiary
-C Corp Division
-S Corp Subsidiary
-S Corp Sub Subsidiary
-Shareholder Meeting Agenda
-Shareholder Meeting Paper Ballots
-Incorporation for Licensed Professional Owners/Executives
-Corporate Tax Avoidance Planning
-Reverse Corporate Piercing
-Corporate Bankruptcy Petition Filings
-Corporate Governance Documents
-Corporate Stock Shares Certificates
-Board of Director Meeting Minutes
-New York Articles of Incorporation Filing Forms
-New York Amendment of Articles of Incorporation
-New York Correction of Articles of Incorporation
-New York Corporation Kits
-Non-Profit Entity Structures
-Website Terms of Service Language
-Website Purchase Agreements
-S Corporation Tax Election
-C Corporation Taxation
-Document Review Services
-Proxy Voting Trusts
-Membership Interest Certifications
-General Counsel Service
-Small Business Attorneys
-Blockchain Technologies and Digital Currencies
-Data Privacy and Cybersecurity
-Intellectual Property Licenses and Assignments
-Legal Due Diligence
-Mergers and Acquisitions
-NFTs (Non-Fungible Tokens)
-Non-Profit Formation and Law
-Adult Entertainment Films
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