I am highly experienced in forming or dissolving corporate entities such as Limited Liability Companies and Corporations both domestically and offshore. In addition, I can guide you through the process of coordinating shares of stock or LLC membership interests with a Will or a Trust. Finally, I can advise you on how to best maintain the corporate formalities within the jurisdiction where your corporate entities are formed so that they remain in good standing.
business formation & dissolution
What is an LLC?
An LLC is a limited liability company and is a hybrid between a corporation and a partnership. Its popularity lies in that its members are typically not responsible for liability of the LLC’s business debts and liabilities apart from one’s own membership interest. An additional factor is that its members receive the favorable pass through tax structure of a partnership which taxes distributions of profit at the individual owner’s potentially lower marginal tax bracket. Finally, creditors may not pursue the personal assets (house, savings, accounts) of the LLC members to pay business debts.
How do I form an LLC in New York?
One forms an LLC in New York by filing Articles of Organization with the Department of State. LLC members are required to adopt an Operating Agreement which governs how the LLC will operate either before, at the time or within 90 days after the filing of the Articles of Organization. In addition, a copy of the Articles of Organization must be published in two newspapers for six consecutive weeks and the newspapers must be designated by the county clerk of the county where the LLC is located.
May I transfer LLC interests to a Will or a Trust?
Provided that the Operating Agreement so allows, a member may transfer his or her LLC membership interests to a Will or Trust.
How do I dissolve an LLC in New York?
One files a Certificate of Dissolution for the LLC with the New York Secretary of State. All taxes must be paid before the Certificate of Dissolution is issued.
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