3 06, 2014

International Business Owners Of US LLCs

By |June 3rd, 2014|Uncategorized|0 Comments|


A foreign business owner must determine, amongst other things, the type of business activity they wish to engage in, where they want to be located in the US, where to incorporate or legally form their company, as well as address immigration and tax related questions before they start their business in the US.  Foreign owners may form a C-Corporation or Limited Liability Company.

Under New York Limited Liability Company Law (NYLLC LAW), a Limited Liability Company (LLC) may be formed by first filing the Articles of Organization.  It is strongly recommended that anyone wishing to start a New York LLC first conduct a name search to ensure their company’s proposed name is available.  The search is free and can save money in case the name is not available.  NYLLC LAW §203 sets forth the content of the Articles of Organization. NYLLC LAW §209 requires that upon completion of the Articles, a $200.00 filing fee must be delivered to the New York Department of State, Division of Corporations (NYDOS), One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. As of the date of this article, this step can also be performed online.  Upon delivery and review, the Articles of Organization will be filed and indexed by the Department of State. The entity is now legally formed in the State of New York and the Division of Corporations will mail an Acknowledgment of Articles of Organization as well as a Filing Receipt, two documents which will be required to appoint a newspaper for publication purposes satisfying NY LLC LAW § 206 discussed below.

NY LLC LAW § 206(a) requires that within 120 days after the effectiveness of the initial Articles of Organization, a notice of forming the LLC [...]

2 04, 2014

Lawyer Guidelines for Social Media & Practice of Law

By |April 2nd, 2014|Attorney Practice, Management, Small Business|0 Comments|


Attorneys must be mindful of the ethical rules that can come into play upon the use of social media websites like LinkedIn, Facebook, Twitter, and Google+.  In March 2014, the Commercial & Federal Litigation Section of the New York State Bar Association (NYSBA) published a set of Social Media Guidelines which outline some key areas which attorneys should consider as they integrate social media tools in their practice.

Below is a brief summary of the Guidelines, but first, let’s try to understand and define social media.

What is Social Media?

NYSBA:  An internet-based service allowing people to share content and respond to postings by others.
RAVALA: I expand the NYSBA definition by defining social media as an extension of one’s self and their law firm.  In simple terms, it is YOU, the attorney, and will generally have four components: 1) Biography; 2) Posts by you; 3) Posts by Others; and 4) Reviews & References.

Attorney Advertising

Social media communications may constitute prohibited “attorney advertising.”
See Rule 1.0
“Advertisement” means any public or private communication made by or on behalf of a lawyer or law firm about the lawyer or law firm’s services, the primary purpose of which is for the retention of the lawyer or law firm.
Distinction between social media profiles for personal purpose vs. legal and marketing purposes, or commercial purposes.  Specifically, social media profiles for personal purpose are not subject to attorney advertising rules. Social media profiles for legal / marketing (commercial) purposes are subject to attorney advertising rules. See Guideline 1A.   Be mindful that personal social media can still trigger ethical rules.  See Guidelines for additional commentary.
Prohibited use of “Specialists” on social media unless qualified. See Guideline 1B.
Lawyer’s ongoing responsibility to monitor social [...]

24 02, 2014

Non-Compete Agreements in Employment Contracts

By |February 24th, 2014|Uncategorized|0 Comments|


In many industries, a new employee will be made to sign an employment contract. A standard clause in such a contract often used is a non-compete clause, also called a covenant not to compete or a restrictive covenant. It is that particular clause that I will be discussing here.

From a business perspective, putting a non-compete clause into your employment agreement is a good idea. You want to gain some kind of loyalty from your employee, so that they don’t just up and leave after gaining all kinds of knowledge at your company, and go make money for the competitor. But how much weight do they carry? Can you just make your employee sign a contract that says “I agree not to compete for 5 years in the same industry”? The short answer to that is no – but at the same time, unlike a lot of other contractual clauses, if a court feels that what you have imposed is unreasonable, they will actually “fix” it to be reasonable, rather than get rid of it all together.

So what is a reasonable non-compete clause that will make it through the court system? The standard in New York, for example, is that a non-compete clause must be “reasonably limited temporally and geographically, and to the extent necessary to protect the employer’s use of trade secrets or confidential customer information.” <em>Gilman &amp; Ciocia, Inc. v. Randello</em>, 55 A.D.3d 871, 872, 866 N.Y.S.2d 334 (2d Dept. 2008). Now you are probably saying “reasonably limited – what the hell does that mean?” Welcome to the world of the law. Generally this determination is going to follow closely to the facts of each individual case – what is a reasonable time [...]

23 01, 2014

Where to Form My Corporation or Limited Liability Company?

By |January 23rd, 2014|International Business, Small Business|0 Comments|


As experienced business attorneys, we are often asked by entrepreneurs and founders of companies on where to incorporate or form their limited liability company.  There are numerous factors that must be considered before the question can be answered.  First, what states charge the lowest start-up and annual fees? Second, what states offer the most tax benefits? Third, where is business being conducted – the “doing business” test?

Delaware, Wyoming, and Nevada are most famously known for providing tax benefits to companies.  However, depending on each company’s specific situation, the preferred choice of incorporating may differ.  In this post, we have included a short list of states along with their respective start-up and annual fees.

As you read, be mindful of two important things.  First, if you intend on “doing business” in your home state, the best place to start your company will be where your business physically operates from, i.e., has a brick and mortar facility and/or hires employees.  Second, will the bank open your business account without you physically being present to sign bank documents and will the bank open your business account without a physical office location in that state?

Experienced business attorneys at our firm, along with our strong network of accountants and start-up resources, will be glad to assist you decide on where to form your company.  In the meantime, review the initial start-up and annual costs associated with starting your company in the following states.

Delaware:

Are Single Member LLC allowed? Yes
Residency Requirement: Don’t have to be physically present in the state but may require local registered agent which can be about $150 per year fee.
Filing Fee: $90.
Annual Report: None but see Annual Tax.
Annual Tax: $250.
Personal Income Tax: [...]

1 11, 2013

Doing Business in the United States – Part 3

By |November 1st, 2013|International Business|0 Comments|


This post is part three of a series of blog posts on the topic of Doing Business in the United States. Special consideration must be given when choosing the right business structure and deciding on whether to establish an American branch of your existing foreign business or operate as a U.S. subsidiary of your foreign business.
15 10, 2013

Doing Business in the United States – Part 2

By |October 15th, 2013|International Business, Small Business|0 Comments|


This post is part two of a series of blog posts on the topic of Doing Business in the United States. Missed the first post? It was about opening a branch of the foreign corporation here in the United States. The rules discussed in part one of this series apply in almost all cases. One exception is a U.S. subsidiary of the foreign corporation.
28 08, 2013

Doing Business in the United States – Part 1

By |August 28th, 2013|International Business|0 Comments|


This post is part one of a series of posts on the topic of Doing Business in the United States discussing the first option – opening a branch of the foreign corporation here in the U.S. To set a branch in the United States, the business structure is the first thing that should be considered.
21 12, 2012

Running a Successful Small Business

By |December 21st, 2012|Small Business|0 Comments|


The landscape of the small business world is fraught with many obstacles, and the pace at which the business world moves often inhibits a small business from surmounting those obstacles, and ultimately causes its demise.