Kevin B. Faga, Esq., PC provides business law advice from its White Plains office to entrepreneurs, closely held businesses, and established companies. Our practice includes formation, commercial agreements, ownership issues, transactions, disputes, and succession planning. Bring the relevant documents and explain what decision the business needs to make, including any signing, response, or closing deadline.

Common concerns include selecting an entity, documenting ownership, negotiating customer and vendor contracts, reviewing commercial leases, collecting unpaid invoices, and responding to disputes. Companies also need to address purchases, sales, partner exits, and succession. The legal priority depends on how the business operates, the obligations it has assumed, and where uncertainty could interrupt revenue or control.

The appropriate structure depends on ownership, liability concerns, financing plans, tax considerations, and operational needs. An LLC is not automatically the best choice for every business. Counsel and your accountant should evaluate the legal and tax consequences together. Professional or regulated businesses may face additional requirements, so the analysis should reflect the actual services the business provides.

No. Formation is one step. New York LLCs also have requirements involving a written operating agreement and, in most cases, publication. The business may need permits, tax registrations, contracts, and appropriate records. Discuss what remains after the initial filing and who will handle each obligation. A formation confirmation alone does not address how owners will manage the company.

An operating agreement establishes how the company and its ownership are governed. It can address authority, contributions, distributions, voting, transfers, departures, and disagreements. New York requires LLC members to adopt a written agreement. A tailored document helps make expectations explicit, including in a single-member company, where succession and authority can still require attention.

Discuss ownership percentages, contributions, duties, compensation, decision-making, access to records, and what happens if someone wants to leave. Address deadlock, disability, death, and how an ownership interest will be valued. Recording these decisions while the relationship is cooperative can reduce uncertainty later. Friendship or family ties do not answer the financial and management questions a business must resolve.

Seek review before signing, renewing, or materially changing an agreement that creates meaningful obligations. Pay particular attention to payment, deliverables, acceptance, termination, liability limits, indemnification, guarantees, and dispute provisions. Explain how the deal is supposed to work in practice. A contract can appear commercially reasonable while allocating a risk the business cannot afford to absorb.

A template can identify topics, but it may use the wrong law, omit a critical term, or conflict with how your business actually works. Copying another company's agreement can also import obligations you do not understand. Have counsel assess whether the document fits the transaction, the parties, and the risks. Repeated use of a flawed form can multiply the same problem across many clients.

Entity ownership can provide liability protections, but a personal guarantee creates a separate commitment by the signer under its terms. Lenders, landlords, and suppliers may request guarantees even when the contracting customer is an LLC or corporation. Review the guarantee's scope and release conditions before signing. The company name on the main agreement does not resolve your individual exposure.

Preserve the signed agreement, amendments, communications, payment records, and evidence of performance or loss. Counsel can evaluate the obligations, notice and cure provisions, available remedies, and practical prospects for recovery. Avoid assuming that stopping your own performance or making public allegations is the best response. The strategy should reflect both the legal position and the business relationship.

Counsel can assess the agreement, invoices, proof of delivery or performance, and the customer's response. Options may include a demand, negotiation, or litigation where appropriate. The amount owed, available evidence, likely defenses, and collectability all affect whether pursuing a claim makes commercial sense. Keep records organized and seek advice before an avoidable delay weakens the available options.

Start with the operating, shareholder, or partnership agreement and the company's records. Counsel can evaluate voting authority, access to information, financial concerns, and available dispute procedures. A disagreement does not automatically authorize locking someone out, transferring company funds, or forcing a sale. Preserve records and obtain advice before taking steps that could create additional claims.

Due diligence should examine what is being purchased, the seller's authority, financial information, liabilities, key contracts, leases, licenses, and required consents. The purchase structure can affect which obligations transfer and how the deal is taxed. Work with legal and accounting advisers before treating the asking price or a letter of intent as the complete agreement.

Clarify whether the transaction involves assets or ownership interests, what liabilities remain, and what promises you will make after closing. Consider payment security, working-capital adjustments, employee and contract issues, and any continuing role. Preparing records and resolving ownership questions early can improve the review process. Legal and tax advice should be coordinated before terms become difficult to change.

A lease can determine whether the premises support your intended use and whether the business can expand, transfer, or exit. Rent increases, additional charges, repairs, construction obligations, and guarantees can affect the business model. Coordinate lease review with financing and any purchase of the business rather than treating the premises as a separate administrative detail.

The engagement should identify whether the client is the company, an individual owner, or another party. Representing the business does not automatically mean representing every owner personally. This distinction matters when interests diverge or someone wants individual advice. Ask counsel to clarify the client relationship and any conflict issues before relying on a shared discussion.

A buy-sell arrangement can establish what happens to an owner's interest after a specified event, such as retirement, departure, disability, or death. Important terms include valuation, funding, payment timing, and who may purchase the interest. The arrangement should work with the company's governing documents and the owners' estate plans. A stated purchase right is useful only if its implementation is practical.

Yes. Succession planning addresses management authority, ownership transfer, financial arrangements, and continuity when the current owner retires, becomes incapacitated, or dies. Family expectations should be reconciled with the company's documents and the owner's estate plan. Discuss who will operate the business, who will receive value, and how a transition will be funded before an urgent event forces those decisions.

The value depends on the company's activity and exposure. Regular advice can help when contracts, ownership decisions, transactions, or disputes arise frequently. Other businesses may need help for specific projects. Discuss a scope that fits the operation and budget. Counsel is most useful when involved early enough to review commitments before they create avoidable problems.

Bring formation documents, ownership agreements, relevant contracts, financial records tied to the issue, and a concise timeline. Identify the people or entities involved and any pending demand, lawsuit, transaction, or deadline. Explain the business objective as well as the legal concern. For a co-owner dispute, clarify whether you are seeking representation personally or for the company.