All you Need to Know About: The LLC Operating Agreement

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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…

Buy Sell Provisions in an LLC Operating Agreement

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…

LLC Member Obligations in an LLC Operating Agreement

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…

Management Provisions in an LLC Operating Agreement

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…

Ownership, Contributions and Distributions of Profit in an LLC Operating Agreement

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…

S-Corporations and the Old Low Salary Trick

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"…

New York LLCs and Privacy Concerns

Some people are very concerned about their privacy and don't want the public to be able to determine their ownership of a New York Limited Liability Company.  No worry, this can be arranged and nobody needs to know who is the owner of a New…

Do you have to date a written Contract? – and other burning New York contract questions

Do you have to date a written contract? No.  You should date the contract as a matter of fact, but if you don't, you still have a valid and enforceable contract. Can you predate or postdate a contract? Yes.  If you do so, by…

Corporate Record Keeping – Company Records Explained

Filing a certificate of incorporation  in New York is the beginning point of a corporation (or articles of incorporation in Delaware).  Unfortunately, this is where it often ends for many small business owners.  Too many neglect the additional…

Getting Paid – Debt Collections

I don't need to tell you that getting paid by your customers for whatever your small business is offering for sale should be your number one concern.  Here are some pointers for handling this most important aspect of your small business. Prevention,…