News & Analysis as of

New York Business Entities

Fox Rothschild LLP

Corporate Transparency Deadline Rapidly Approaching for New York LLCs

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The U.S. Department of the Treasury decided in March to suspend enforcement of the federal Corporate Transparency Act (CTA), but limited liability companies (LLCs) formed or authorized to do business in New York state still...more

Davidoff Hutcher & Citron LLP

Asset Protection 101 for New York Restaurant Owners with Real Estate Interests

Owning and operating a restaurant in New York comes with significant financial and legal responsibilities—especially when real estate is part of your investment portfolio. As a restaurant owner, you face unique risks that can...more

Davidoff Hutcher & Citron LLP

Enforcing Operating Agreements in Restaurant LLCs: Common Pitfalls and Solutions

A well-drafted Operating Agreement is crucial for restaurant LLCs, setting clear rules for ownership, management, and dispute resolution. However, even the best agreements can become a source of conflict if not properly...more

Farrell Fritz, P.C.

Stated Purpose vs. Stated Problem: Court Sticks to the Script for LLC Dissolution

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It’s been 15 years since the Second Department’s decision in Matter of 1545 Ocean Avenue, LLC, 72 AD3d 121, 2010 NY Slip Op 00688 (2d Dept Jan. 26, 2010), which established the standard for judicial dissolution of limited...more

Blank Rome LLP

Deli’s Party Platters Found Subject to Sales Tax Despite Customer Assembly Required

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In the world of sales tax, the devil is often in the details. A recent decision from the New York State Tax Appeals Tribunal (“Tribunal”) serves as an example of how seemingly insignificant details can determine whether a...more

Davidoff Hutcher & Citron LLP

Handling Partner Expulsions in Restaurant Businesses: A Legal Guide

Partnership conflicts can arise in any restaurant business, and in some cases, the only solution is expelling a partner. However, removing a business partner is a complex legal process that must be handled carefully to avoid...more

Proskauer - Regulatory & Compliance

State Climate Disclosure Bills – A Growing Trend?

With the uncertainty plaguing the ultimate status of the SEC’s climate disclosure rules on the federal level (we reported on the most recent developments in The SEC Votes to “End its Defense” of Climate Change Rules and SEC...more

Farrell Fritz, P.C.

It’s Time to CO-OPerate: Commercial Division Refuses to Overturn Election of Board of Directors

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Business Corporation Law § 619 (“BCL”) gives shareholders an “exclusive method . . . to test the validity of an election of a director.” Specifically, BCL § 619 states...more

Bond Schoeneck & King PLLC

Employment of Out-of-State Telecommuters by Manufacturers in New York State

For manufacturers located in New York State, the employment of out-of-state telecommuters can greatly expand the available talent pool. That said, there are a number of issues that need to be addressed when considering this...more

Troutman Pepper Locke

New York AG James Proposes Expansion of State Consumer Protection Law

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New York Attorney General (AG) Letitia James recently announced her support for legislation that would significantly broaden the state’s consumer protection statute to prohibit not just deceptive acts, but also unfair and...more

Rivkin Radler LLP

New York Sales Tax: When a Responsible Person Acts Irresponsibly

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Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...more

Foley Hoag LLP

Annual Report Filing Reminders for DE, MA and NY

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This is a reminder that annual report filings are due in March 2025 for corporations formed or registered in Delaware and Massachusetts. New York biennial statements are due the last day of the calendar month in which a...more

DarrowEverett LLP

LLC's Failure to Execute Operating Agreement Opens Legal Trapdoor

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While entity distinctness is a bedrock principle of corporate law, it may often appear redundant and unnecessary for a limited liability company (“LLC”) to sign its own operating agreement. That was likely the thinking of the...more

Farrell Fritz, P.C.

When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A Game

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In many, perhaps most New York business divorce lawsuits, tax documents play a key role. Equity holder status is essential for standing to sue – including to dissolve, to sue derivatively on behalf of the entity, to sue...more

DarrowEverett LLP

Private Nuisance Claims: Just What Behavior Crosses the Line?

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“Three hours of sleep again last night. Three hours of sleep because of that dog!” The foible of being an attorney is not being able to enjoy television without noticing every liability, crime, and actionable conduct of...more

Saul Ewing LLP

Legal Update: Corporate Transparency Act Deadlines and New York Corporate Transparency Act

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With the close of summer, businesses across the United States are finally confronting the looming corporate disclosure requirements imposed by the Corporate Transparency Act (CTA) and the New York Corporate Transparency Act...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the...more

Rivkin Radler LLP

Tax Compliance: Self-Assessment, Transparency, and Enforcement

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NY’s Almost There- Back in June of this year, New York’s legislature passed a bill that, if enacted, would create the first state-level public database with information regarding the ownership of limited liability...more

Stevens & Lee

Proposed NY Legislation Requires DOH Approval of Health Care Entity Transactions

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The landscape of health care transactions has been constantly evolving and that holds particularly true at present. Recently, the Health Law Observer highlighted new requirements for “change in ownership” transactions in New...more

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