In formulating new business ventures, clients of MayaLaw frequently consult with our Business Law Group regarding the appropriate corporate structure for their fledgling business. Individual attention and consideration where warranted is focused on the following:
A sole proprietor is an unincorporated business with one owner who pays personal income tax on profits from the business. This business entity comes with little government regulation and is the simplest to form and dissolve; however, conducting business in this manner often creates the greatest risk of personal liability for the business owner.
A general partnership is a form of business in which two or more people come together to form a new business with the same interest in mind. In a partnership, all partners act towards the single strategic direction and all partners are equally liable. In a partnership, all partners share profit and losses in the ratio agreed upon in a partnership agreement. Profits are taxed as personal income for the partners.
Limited Liability Companies
A limited liability company (LLC) is a flexible form of enterprise that blends elements of partnership and corporate structures. It is a legal form of a company that provides limited liability to its owners in New York, Connecticut and elsewhere. Formation of an LLC is strictly governed. Consult our business law group for advice on creating an LLC, preparing an operating agreement and articles of organization, and complying with tax and regulatory requirements.
Limited Liability Partnerships
A limited liability partnership (LLP) is a partnership in which some or all of the business partners have limited liability for actions or omissions, and one partner is not responsible for another partner’s negligence or malfeasance. Formation of an LLP is strictly governed. Consult our business law group for advice on creating an LLP, preparing an operating agreement and articles of organization, and complying with tax and regulatory requirements.
Some clients prefer to form their business as a separate legal entity, incorporated through a legislative or registration process established through legislation of the state of incorporation. Corporations have legal rights and liabilities that are distinct from their shareholders, and may conduct business for either profit-seeking business or not for profit purposes. Corporations must be registered with the secretary of state within the state of incorporation, and parameters of ownership are set forth within the corporation’s bylaws and shareholder agreements. Corporations have their own “legal personality” as registered entities, have limited liability, are typically owned by shareholders who can transfer their shares to others, and are controlled by a board of directors who the shareholders appoint. For advice regarding the formation of a corporation, consult with a business attorney at MayaLaw.
Trade Name Certificates (“DBA”) and Certificates of Authority for Foreign Corporations
The Business Law Group at MayaLaw frequently advises and assists our clients with issues concerning the use of trade names in commerce, as well as the statutory requirements for doing business as a foreign corporation within the state. For additional assistance with your business formation matters in Connecticut and New York, contact our Business Law Group today.