Kiritsis & Associates
Kiritsis Law Group Call 212-922-0005
Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M
The Business Corporation Law (BCL) specifies the requirements for the formation of a corporation in New York State. The requirements include a certificate of incorporation with the Secretary of State that must include specific and detailed information. This document must have the corporate name and the corporate purpose, which could (but generally should avoid) specify that it is permitted to engage in any lawful activity. Also, the certificate of incorporation may include the county where the office is located; the regarding authorized shares of the corporation must be specific for the issue and the duration of the corporation. The law requires the applicant to assign the Secretary of State as an agent for service of process, and if desired, as a registered agent as well. Finally, the corporation would need to set out a timeline for its existence. In the U.S., there is no federal incorporation statute; hence, every state has its own set of laws regarding its chartered business organizations and/or associations.
Some items worth considering prior to starting a Corporation, may include:
What is the Corporation's proposed name selection?
Will the Corporation elect to operate for profit or non for profit?
Will the bylaws indicate if Corporation is for profit or non profit Corporation?
Can shareholder action be taken without a proper meeting?
How many directors are to serve on the Board of Directors?
In case of a lawsuit, will the corporation be required to pay for its directors and officers' legal defense fees?
Will the Corporation have the legal ability to issue stock certificates upon proper request?
Should the Board of Directors' initial members be named in the Articles of Incorporation?
Will the Corporation have a President?
Will the Corporation have a Vice President?
Will the Corporation have a treasurer?
Who is going to be the Corporation's corporate secretary?
When will the internal affairs governing documents of the Corporation become legally binding?
Who will be the designated organizer for the Corporation?
Will the Corporation assume a trade name?
What will be the Corporation's legal name at the time of its incorporation?
What will be the physical street address of the Corporation?
What will be the principal type of activities in which the Corporation will engage in?
Where will the Corporation conduct its daily ordinary business operations?
How many authorized shares will the Corporation be legally permitted to have?
Will the Corporation's shareholders be conferred with the legal right to maintain their ownership percentage through additional stock purchases?
Will the Corporation's shareholders be subjected to offer to the Corporation first their shares prior to selling them to others?
What will be the Corporation's fiscal year end date (not necessarily the same as calendar year)?
Where would the names, addresses and phone numbers of the Board of Directors members?
Will the directors' terms be staggered and how it may shorten and/or prolong said director's tenure with the Corporation?
If the director terms are staggered, what will be their length in terms of raw years in office (if any)?
Will the directors be shielded from personal liability exposure from a Corporation's claim against such directors?
What are some basic information with regards to the President?
What are some basic information with regards to the Vice President?
What are some basic information with regards to the Secretary?
What are some basic information with regards to the Treasurer?
Are transactions between the Corporation and its directors/officers permitted?
Who can sign and effectively legally bind the Corporation, as far as, real estate contract documents are concerned?
What day to day activities will individual directors/officers be allowed/authorized to do on behalf of the Corporation?
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/financier?
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, own and/or operate 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 regarding 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
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-New York BCL Legal Analysis Services
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-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
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-Legal Name Selections for New York Corporations
-Corporate Tax Ids
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-Federal Corporate Income Tax Return
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-For Profit Business Corporations
-New York Domestic Business Corporations
-New York Foreign Qualified Corporations
-Shareholder Proxy Battles
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-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
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-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
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-Corporation Non Voting Stock Certificates
-Corporation Preferred Stock Certificates
-Corporate Side Agreements
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-Duplicate Corporate Kit Orders
-Replacement Corporate Kit Orders
-New Corporate Kit Orders
-Corporate Books & Ledgers
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-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
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-Corporation Nominee Services
-UBO (Ultimate Beneficial Owner) Trust Agreements
-Corporate Stock Ledgers
-Corporation Fictitious Names
-Corporation Alternate Names
-For Profit Corporations
-Low Profit Corporations
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-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
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-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
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-Corporate Stock Shares Certificates
-Board of Director Meeting Minutes
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-New York Corporation Kits
-New York LLC formation
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-New York Incorporations
-New Jersey Incorporations
-Delaware LLC formation
-Limited Liability Law
-Business Corporate Law
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-DBAs (Doing Business As)
-Registered Agent Services
-Agents for Service of Process
-NY LLC Newspaper Publication
-New Jersey Business Registration
-NY Entity Biannual Report
-NJ Entity Biannual Report
-Delaware Franchise Tax Returns
-Partnership Tax Returns
-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
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