Most businesses now have a blog connected to their website. Blogs attract comments. What if a particular nasty comment is posted by a visitor about one of your competitors? Can the competitor come after you for defamation or unfair competition? New York's Highest Court has recently said, no, a business is not liable for the […]
Email can actually save many agreements that would otherwise fall prey to the "statute of frauds". Let me explain. I know that many of you neglect to get their agreements and understandings in writing. And, on an emotional level, I understand why. It can seem off putting, too demanding and even insulting to new […]
The New York State Department of Taxation and Finance just updated some of its very helpful information regarding business owners and their sales tax obligations. For a general overview, consult "Your responsibilities under the New York State and local sales and use tax laws." Other updated guidance: "How sales and use taxes apply to interior […]
The Department of Labor recently released an app for workers to independently keep track of their hours worked, wages earned and breaks taken. According to their press release, "This app will help empower workers to understand and stand up for their rights when employers have denied their hard-earned pay." Obviously, this raises concern that the small […]
The LLC Operating Agreement is a key document for a business organized as a New York Limited Liability Company, especially if that business has more than one owner (the owners are “Members” in LLC terminology). If an LLC business was like a marriage, the LLC Operating Agreement would be like a prenup, parenting agreement and […]
While many LLC Operating Agreements are silent on this point, it is a good idea to include so called Buy Sell provisions in the LLC Operating Agreement. Buy Sell provisions set forth what is going to happen when an LLC Member wants to leave the LLC, dies, is unable to continue his or here duties, […]
These days, LLCs are often founded around a brilliant idea which requires a lot of development, creation and “sweat equity.” As a consequence, it is a good idea to include certain obligations of the LLC members in the LLC Operating Agreement. Confidentiality Each member should be obliged to keep all LLC business confidential. Non- Competition […]
Management provisions in the LLC Operating Agreement deal with the management of the LLC business, which basically means decision making for the LLC business. There are ordinary business decisions (think: buying copy paper at Staples, landing another customer, paying employees….) and extraordinary business decisions, such as obtaining financing for the LLC business, selling major equipment, taking in a new […]
The LLC Operating Agreement will have provisions stating what the LLC members have contributed upon formation of the LLC. Contributions can be in the form of money, property or services. While not a contribution per se, the Operating Agreement can also provide that the LLC members may have the right to grant loans to the […]
Some people are in love with the s-corporation, because they think they can save a bunch on Medicare and Social Security tax (aka self-employment tax). Here is how that "trick" goes: Working owners of "flow-through" entities (such as s-corporations and LLCs) are responsible for 12.4% social security tax on the first $106,800 and 2.9% medicare […]