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New York's Business Corporation Law

Attorneys Aiding People in the Formation of New York Business Corporations

When people start a business, one of the many decisions they must make is what legal form their operations should take. New York allows companies to adopt a number of different legal structures, each of which has its pros and cons. For example, business owners may choose to incorporate in accordance with New York’s Business Corporation law (NY BCL). While there are many benefits to incorporating, the process can present challenges, and it is prudent for anyone considering creating a corporation to speak to an attorney as soon as possible. The capable New York business attorneys of The Linden Law Group, P.C., are proficient at helping people determine which legal structure best suits their business needs and goals, and if incorporating is appropriate for you, we can guide you through the process in an efficient and skilled manner.

Creating a Corporation Pursuant to New York’s BCL

Parties can form business corporations under NY BCL which, among other things, defines a business corporation as a legal entity that is distinct and separate from the individuals that own and operate the business. Business corporations have numerous key features; namely, they limit the liability of the business owners, endure perpetually, and have similar rights to people. It is also relatively easy to transfer a business corporation’s assets from one party to another.

A person referred to as an incorporator can form a business corporation by completing a Certificate of Incorporation and filing it with the Department of State in accordance with the NY BCL. Any natural person who is at least 18 years old can act as an incorporator, and a business corporation can have multiple incorporators.

The Certificate of Incorporation must set forth the name and address of each incorporator, the name of the corporation, and the purpose for which the corporation is being formed. NY BCL also states that the Certificate of Incorporation must identify the county in which the corporate office will be located and state the total number of shares the corporation will have the authority to issue. Additionally, it must name the secretary of state as the agent who can accept service of process on behalf of the business corporation and provide a physical and email address for the secretary of state to forward service of process to the business corporation. If the corporation has a registered agent, their name and address must be provided as well, along with a statement indicating they can accept service on behalf of the corporation. The Certificate may also limit or eliminate the liability of certain parties and indicate the duration of the corporation if it is something other than perpetual.

After a business corporation has been created, an organization meeting must be held by the incorporator to adopt by-laws, elect directors, and transact any other essential business. The corporation must also hold a shareholder meeting each year, during which it will elect directors and conduct any other business indicated by the by-laws. Corporations are required to keep minutes of meetings with any executive committee, board of directors, and shareholders, records of account, and complete books, as well as a record of the names and addresses of each shareholder and the number and class of shares they hold.

Confer With a Trusted Business Attorney About Your Options

Incorporating provides business owners with numerous benefits, but the state imposes many requirements on corporations, and it is important for anyone considering creating a corporation to fully weigh their options. If you want to learn more about the advantages of creating a corporation, it is smart to confer with an attorney with experience helping business owners protect their interests. The trusted business attorneys of the Linden Law Group, P.C., have ample experience helping business owners incorporate in compliance with New York’s BCL Law, and if you hire us, we can help you form a corporation. Our offices are located in Manhattan and Long Island, and we assist people with business creation needs in Manhattan, Queens, the Bronx, Brooklyn, and Staten Island, as well as in Nassau and Suffolk Counties. You can contact us through our online form or by calling us at (212) 835-1532 to set up a meeting.

Client Reviews
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I highly recommend this law firm. Attorneys Unger and Benjamin battled a real estate scammer who defrauded me out of substantial money. They were able to get a good result for me after the defendants put up numerous obstacles and delays over 18 months. And they were honest with me regarding their upfront and contingency fees. Definitely hire this firm if you are a victim of fraud or breach of contract. Rebekah W.
★★★★★
Over the years I have had dealings with many of attorneys and I can honestly say that Mr. Benjamin is the best lawyer I have ever worked with. He's conscientious, and takes care of your case as if his own interests were at stake. He's professional, always answered my calls and takes the time to discuss the best course to take. Everything was done timely and efficiently. I couldn't be happier with the result. I wish they were all like him. The best decision I made was to use him for all my legal needs. Nancy O.
★★★★★
Attorney Benjamin is an excellent attorney. He battled a finance company for me for nine years, defeating multiple motions that were thrown at him over the years. He is an honest, compassionate and trustworthy attorney, and was an aggressive advocate for me for a long time. After so many years, he finally got a great result in August, 2015 after defeating still another motion by the lender. I highly recommend Attorney Benjamin. Daniel O.
★★★★★
We hired this Firm on July 20, 2018 to sue a company for fraud. While the case took longer than we wanted, the lawyers battled for 1 year with this nationwide real estate company to expose the scam they inflicted on us. In order to get to settlement, our lawyer Jeffrey Benjamin cut the Firm's fee in order that we could put more money in our pocket and settle. The lawyers here are honest and bent over backwards to make us happy and settle, and not drag out the case for years. We are so happy we went with this Firm. Thank you. K.J.