Kiritsis & Associates

 

  • WHAT ARE THE STATUTORY FORMALITIES WITH REGARDS TO FORMING A NEW YORK CORPORATION?

    Kiritsis Law Group Call 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M The Business Corporation Law (BCL) specifies the requirements for the formation of a corporation in New York State. The requirements include a certificate of incorporation with the Secretary of State that must include specific and detailed information. This document must have the corporate name and the corporate purpose, which could (but generally should avoid) specify that it is permitted to engage in any…

  • WHAT ARE THE PERIODIC COMPLIANCE REQUIREMENTS FOR NEW YORK CORPORATIONS?

    Kiritsis Law Group Call us 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M The Business Corporation Law (BLC) requires a New York corporation to file biennial statements that confirm the address of its principal office (often the most important requirement). Other information includes the corporation’s address for process of service (BLC section 408). New York seems to be unique in this regard, since most states require such statements on an annual basis. Also, unlike other ju…

  • WHAT NAMES MAY I USE FOR A NEW YORK CORPORATION?

    Kiritsis Law Group Call us at 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M The name of a New York corporation is regulated by the Business Corporation Law, which specifies that such names must contain the word “corporation”, “incorporated”, or “limited” to be legally accepted. Abbreviations of these mandatory words are also accepted, such as Corp, Inc., or Ltd. BCL 301 [a] [1]. There are some phrases and words that are prohibited or only permitted if a particular state agen…

  • WHAT ARE THE DOs AND DON’Ts FOR NAMING YOUR NEW YORK CORPORATION?

    Kiritsis Law Group Phone: 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Some words are only allowed if approved by the agency in charge of the business activity related to the corporation. For example, “insurance” cannot be used if not approved by the superintendent of financial services. Likewise, “school” requires the approval of the commissioner of education. Besides the legal formalities, it may be a good idea to consider the marketing/branding aspects of naming the corpo…

  • WHEN DO THE INITIAL NEW YORK CORPORATE BYLAWS GET ADOPTED BY THE INCORPORATOR?

    Kiritsis Law Group .Phone: 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M During and/or immediately after the initial organizational meeting, the incorporator or incorporators may adopt the initial bylaws. Corporate bylaws should not be confused with shareholders agreements. Some of the many items to be addressed when setting up the legal entity structuring of your Corporation, should include the following: What is the Corporation's proposed name selection? Will the Corpora…

  • WHAT ROLE DO INCORPORATORS PLAY IN STARTING CORPORATIONS IN NEW YORK?

    Kiritsis Law Group 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M A safe choice in electing an incorporator may be an individual from the law firm’s secretarial staff. Incorporators under the New York Business Corporation Law may be potentially exposed to substantial personal liability, since they are often tasked with carrying out the wishes/intents of the pre-incorporation phase founders. It should also be noted, that the identifying information of the incorporators may be…

  • WHAT IS GENERALLY INCLUDED IN NEW YORK CORPORATION BYLAWS?

    Kiritsis Law Group Contact us at 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M The bylaws may contain important information about the corporation, like information about the business of the corporation and its conduct. The rights and powers of the shareholder may also be included. Typically, the more detailed the corporate bylaws are the less likely there will be issues, disputes and/or future misunderstandings when drafting, reviewing, and/or negotiating any underlying shar…

  • WHAT ARE THE BASICS FOR ADOPTING, AMENDING, AND REPEALING NEW YORK CORPORATE BYLAWS?

    Kiritsis Law Group Contact: 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Bylaws need most shareholders to vote for its adoption, amendment, or repeal. The certificate of incorporation or bylaw may include, by requisite vote, an informational listing of the board of directors (BCL 601). If the bylaws address potential legal issues, the default provisions of the New York Business Corporation Law will govern. Some items worth considering prior to starting a Corporation, may …

  • HOW HAVE NEW YORK BUSINESS CORPORATION LAWS CHANGED RECENTLY?

    Kiritsis Law Group 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M The Business Corporation Law was considerably changed on February 22, 1998, and now includes various requirements, differing among corporations based on whether they existed up to February 22, 1998, or were founded afterward. The New York BCL changes have raised several legal issues that may have been neither fully nor clearly been resolved by the applicable judicial authorities. It is imperative for any New Y…

  • WHAT ARE THE SHAREHOLDER VOTING RIGHTS GIVEN TO STOCKHOLDERS OF NEW YORK CORPORATIONS?

    Kiritsis Law Group Firm Telephone: 212-922-0005 Author John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Unless the document of incorporation states otherwise, each shareholder has one vote for each share registered in his or her name on the shareholders' register. BCL 612(a). Several mechanisms may be utilized to differentiate the voting rights among shareholder classes. Absent any proper planning ahead of time and with no properly adopted corporate documents to the contrary, it may be possible tha…


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