News & Analysis as of

New York Limited Liability Company (LLC)

Davidoff Hutcher & Citron LLP

How to Structure Real Estate Ownership for Maximum Asset Protection in the Restaurant Industry

For restaurant owners in New York, owning real estate can be a powerful asset—offering stability, long-term equity growth, and operational control. However, real estate ownership also exposes your business and personal wealth...more

Fox Rothschild LLP

Corporate Transparency Deadline Rapidly Approaching for New York LLCs

Fox Rothschild LLP on

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

Rivkin Radler LLP

Drop & Swap Like-Kind Exchange Passes Muster in New York

Rivkin Radler LLP on

New York’s personal income tax law, like that of other states, conforms with the federal system of income taxation. The reason typically given for such conformity is to simplify tax return preparation, improve compliance and...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.

On Camera: My Recent Video Interview on, What Else, Business Divorce (Part One)

Farrell Fritz, P.C. on

I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center. Sandra, whom I met at a CLE program where I was a...more

Farrell Fritz, P.C.

The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims

Farrell Fritz, P.C. on

It’s difficult to assess the potency of section 417(a) of New York’s LLC law.  The provision starts off with a seemingly broad rule: “The operating agreement may set forth a provision eliminating or limiting the personal...more

Farrell Fritz, P.C.

Demand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation

Farrell Fritz, P.C. on

In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes.  Headliners include a boost to members’ rights to compel an accounting courtesy of...more

ArentFox Schiff

Beneficial Owner Disclosure Under the New York LLC Transparency Act

ArentFox Schiff on

After a rollercoaster of activity related to the federal Corporate Transparency Act (CTA), the US Treasury Department (Treasury) announced on March 2 that it will not enforce any penalties or fines associated with beneficial...more

Farrell Fritz, P.C.

LLC Minority Member Gets Caught in His Own “Wolverine Trap”

Farrell Fritz, P.C. on

Over the years I’ve become less enamored with arbitration as an alternative to litigating complex business cases in court, mostly because the traditional trade-off between abundant due process protections (court) versus...more

Pillsbury Winthrop Shaw Pittman LLP

The Ironic Impact of FinCEN’s New CTA Regulations on New York’s LLC Transparency Act

The NYS LLC Transparency Act (the “New York Act”) became law in January 2024 and takes effect on January 1, 2026. When in effect, it would require limited liability companies formed or qualified to do business in New York to...more

Farrell Fritz, P.C.

Bless This Mess: New York Court Shuts Down Attempted Early Ouster of Restauranteur From Managing His Own Restaurant

Farrell Fritz, P.C. on

It is not uncommon in the restaurant business for a restauranteur to partner with a silent-partner investor, i.e. the money guy. It’s not uncommon for the restaurant partners to fight over the control of the restaurant....more

Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

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

Farrell Fritz, P.C.

I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution

Farrell Fritz, P.C. on

I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation I’ve come up with is that first-time, start-up restaurant...more

DarrowEverett LLP

LLC's Failure to Execute Operating Agreement Opens Legal Trapdoor

DarrowEverett LLP on

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

Cole Schotz

Although Federal CTA Paused, New York State Equivalent Still Looming

Cole Schotz on

As of December 26, 2024, the Fifth Circuit restored the nationwide injunction against the federal Corporate Transparency Act (“CTA”), issued in Texas Top Cop Shop. No enforcement of the filings requirements is currently...more

Pillsbury - SeeSalt Blog

California OTA Denies Credit for NYC Business Taxes in Precedential Opinion

Pillsbury - SeeSalt Blog on

In the Appeal of Mather, the California Office of Tax Appeals (OTA) held in a precedential opinion that New York City’s (NYC) Unincorporated Business Tax (UBT) was not a tax “imposed by and paid to another state,” as required...more

Stevens & Lee

New York Corporate Practice of Medicine and Its Impact on Medical Spas

Stevens & Lee on

Medical spas, or “MediSpas,” have become very popular throughout the country, including New York. For those interested in owning and operating a medical spa, understanding New York’s complex regulatory landscape governing...more

Troutman Pepper Locke

New York LLC Transparency Act Enacted … Again

Troutman Pepper Locke on

On March 1, New York Governor Kathy Hochul signed a new version of the New York LLC Transparency Act (NYLTA) into law, repealing the original version enacted in December 2023. The new NYLTA pushes back the law’s effective...more

Cozen O'Connor

New York LLC Transparency Act’s Effective Date Delayed Until January 1, 2026

Cozen O'Connor on

As noted in our previous alert on January 22, 2024, the New York LLC Transparency Act (NYLTA) represents a pivotal step in New York State’s regulatory landscape, aligning closely with the federal Corporate Transparency Act...more

Cadwalader, Wickersham & Taft LLP

An Update to the New York LLC Transparency Act

New York recently Amended the New York LLC Transparency Act. The original version of the law was enacted December, 2023 and mandated disclosure of beneficial ownership of limited liability companies. Please see our previous...more

Vicente LLP

New York LLC Transparency Act Update

Vicente LLP on

Enacted in 2021, the Corporate Transparency Act (CTA) took effect on January 1, 2024. With this act, Congress intended to combat illicit activity by requiring certain US businesses to disclose ownership information to FinCEN....more

Jones Day

New York's LLC Transparency Act: What You Need to Know

Jones Day on

On March 1, 2024, New York State Governor Kathy Hochul signed into law a revised version of New York State's LLC Transparency Act, which is modeled on FinCEN's Beneficial Ownership Information Rule. Other states are...more

Herbert Smith Freehills Kramer

New York’s LLC Transparency Act Has Been Amended

A new statute in New York, entitled the LLC Transparency Act (the NY LLCTA), originally signed into law by Gov. Kathy Hochul on Dec. 23, 2023, was amended on March 1, 2024. As noted in our previous client alert discussing the...more

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