If you are starting a business as a sole proprietor or partnership you must file a document with the city, county or state as required by the laws of the state in which your business will be conducted. The name you choose for the business is a “fictitious name.” It is also called a “DBA” (doing business as). The laws are intended to protect those doing business with the company by providing a public record of the owner’s identity and the address of the business.
Do not order your kit until you have proof of filing of the entity (the formal State document that establishes that the entity is in existence on the State’s records). Too many organizers had to redo seals and certificates because of State rejection of the name or other contents in the filing documents or the filing was delayed beyond the New Year. If you are pressed for time because of a closing or other event, keep in mind that we ship kits the same or next day after it is ordered.
The tradition of associating legal documents with the color blue originated in England several hundred years ago. In the United States, it began in the 19th century when, in jurisdictions such as New York, the word blueback designated the blue cover of legal documents. Technically called a litigation back, the blueback is imprinted with the caption of the matter and includes several blank forms for proof of service, certification, and verification, to be used as needed in the particular case. It is typically customized with the card of the law firm or pro se party presenting the documents within. The public became familiar with bluebacks through seeing the blue-covered documents in courtrooms or used as props in films and television legal dramas.
The financial value of a corporation is its stock (called shares in New York). It may be contributed by its original shareholder(s) for money, goods or services, or raised by selling shares to others. A corporation is authorized by its organizing documents to issue a certain number of shares, sometimes for a predetermined value for each share (“par value” shares) and sometimes for an unspecified amount dependent on values determined by the organizers, or later the market rate at the time the shares are sold (“no par” value shares). Owners of the shares of a corporation are given share certificates, which are physical paper certificates representing the number of shares of the corporation owned. The form of the stock certificates must be adopted by a resolution of the shareholders preserved in the minutes of the corporation.
Publication of a limited liability company (LLC) in the State of New York is mandated by NYS statute (§206 of the Limited Liability Company Law). Publication refers to publication of notice that an LLC was formed and filed with the NYS Dept. of State.
New York City Enacts Protection for Freelance Workers, Effective May 15, 2017
A single person or an entity with only one person, engaged as an independent contractor by companies in New York City for work worth more than $800 (including multiple small projects within a 120 day period), is entitled to a written Freelance Contract that provides timely and full wage payment rights, prohibits retaliation if they exercise their rights, and provides penalties against companies for non-compliance. Continue reading “Blumberg Freelance Contract Form 137 and Form 3137”
If you are conducting or starting up a business as a sole proprietor or a partnership, there are significant advantages to operating as a Corporation or LLC. One key advantage is that personal liability for the losses, debts or court judgments can be avoided, provided you respect the formalities required by the laws of the state in which the Corporation or LLC is formed. Continue reading “Corporation or LLC?”
Conventional wisdom has it that filing LLCs and corporations in certain foreign states is preferred because the laws are more friendly or annual franchise taxes are lower.
This is a trap for the unwary. If you are going to actively engage in business in the state where the business resides seek professional advice about what jurisdiction is best for your purposes. Otherwise, it could be very expensive in the long run and even dangerous. Continue reading “Where should I file my LLC or corporation?”