Where People Usually Start
Most business disputes trace back to a document that was never written, or one copied from a template that did not fit. Who owns what, what happens when a partner leaves, how the business can be sold, who is liable for what — these are cheap to settle at the start and expensive to argue about later.
How we can help
Business formation and sales
Your financial goals, liability concerns and business structure preferences all affect the business formation option that will meet your needs. This office is prepared to handle your business startup matters.
From drafting the documents to formally establishing the type of business entity, you get efficient and effective business formation representation — starting with what you want out of your business, then setting out your formation options based on your particular needs and goals.
Limit your personal liability when forming a business
Many business formation options limit your personal liability from lawsuits and creditors. Business formation options include establishing a:
- Sole proprietorship
- Partnership
- Limited liability company
- Limited liability partnership
- Corporation
Selecting the proper entity for your business will have a long-term impact on its success. Together, we will evaluate your needs and select the business formation structure that best suits them.
As part of a full-service business formation practice, this office assists in drafting the documents necessary to form a business in New York, and prepares employment, shareholder and partnership agreements.
Why this needs a lawyer
The entity you choose and the agreements you sign determine your personal exposure, how the business is taxed, and what happens if the relationship between the owners breaks down. Operating and shareholder agreements are the terms the parties actually agreed to. Without them, the default rules of New York law apply, and they may not be the rules anyone wanted.
Business Law — common questions
Which entity should I form — an LLC or a corporation?
It depends on your financial goals, your liability concerns and how you intend to bring in partners or investors. An LLC is flexible and simpler to maintain; a corporation has a more rigid structure that some investors expect. The choice has long-term tax and governance consequences, so it is worth deciding deliberately rather than defaulting.
Does forming an LLC protect my personal assets?
It can limit personal liability from lawsuits and creditors, but the protection is not absolute and is not automatic. It depends on maintaining the entity properly — separate finances, proper records, and not personally guaranteeing obligations. Businesses that treat the entity as a formality often find the protection is not there when needed.
What is New York's LLC publication requirement?
New York requires newly formed LLCs to publish notice in two designated newspapers in the county of the LLC's office for a set period, and then to file a certificate of publication. Counties differ substantially in cost, and missing the deadline has consequences for the LLC's authority to sue in New York courts.
Do I need a written operating or shareholder agreement?
Strongly recommended, even for a business with one owner and especially for one with partners. Without it, default statutory rules govern what happens on a disagreement, a departure, a death or a sale — and those defaults are rarely what the owners would have chosen. Most partnership disputes trace back to a document that was never written.
What is involved in buying or selling a business?
Due diligence on the finances and liabilities, deciding whether the deal is structured as an asset sale or an equity sale, the purchase agreement itself, allocation of known and unknown liabilities, lease assignment, and post-closing obligations such as non-competition terms. The structure chosen affects both tax treatment and what liabilities follow the buyer.
I am going into business with a friend. What should we settle first?
Ownership percentages, who decides what, how money comes out, what happens if one of you wants out, what happens if one of you stops contributing, and how a deadlock gets broken. Settling these while everyone is on good terms is far cheaper than litigating them later.
Can one attorney represent both sides of a business deal?
No. Each side needs its own counsel. Even where the parties are friendly and the terms are agreed, the interests diverge on exactly the points that matter, and an attorney cannot advise both.
The answers above are general information about business law in New York, not legal advice, and do not create an attorney-client relationship. Every matter turns on its own facts.
Related practice areas
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