NYC Bar Expired

Business Formations for Small & Emerging Companies


Small and emerging business owners must effectively manage the legal aspects of running a business. This course stresses the need for startup operations as well as established small businesses to consult with legal professionals to ensure successful completion of corporate formation, filings and other statutory regulations, as well as legal matters that require knowledge of employment and independent contracting.

The presenters thoroughly cover the New York Articles of Business Corporate Law and Limited Liability Company Law that must be adhered to when starting or running a business, as well as addressing various New York ethics rules that should be heeded when dealing with clients in this area. Whether a business is just starting out or has been operating for years, corporate legal guidance is a necessity in today's small business community.


I. Business Formation Concepts
    A. Introductions
II. Different Types of Business Entities
    A. Sole Proprietorship
    B. General and Limited Partnerships
    C. C Corporations and S Corporations
    D. Panel Discussion on S Corps, S Corps, and Foreign Entities
III. Legal Services Companies
    A. Getting on the Right Track
    B. Most Common Questions
    C. The Name Game
    D. Post-Filing Requirements
IV. The Tax Aspect
    A. Making the Corporate Choice is a Matter of Tax
    B. C Corp and S Corp Tax Structures
    C. Self-Employment Taxes and Small-Business Exclusion
    D. Phantom Income
V.  Characteristics of S Corporations
    A. The Advantages
    B. The Disadvantages
    C. Converting From a C Corp to an S Corp
VI. New York BCL
    A. Corporation Power, Naming, and Certificate of Incorporation
    B. Corporate Finance
    C. Shareholders
    D. Directors and Officers
    E. Amending the Charter, Mergers, and Consolidations
    F. Judicial Dissolution, Foreign Corporations, and Professional
        Service Corporations
VII. New York LLC Law
    A. Formation
    B. Management
    C. Sharing of Profits, Losses an Distributions
    D. Assignment of Membership Interest
    E. Dissolution
    F. Article 8 thru 10
VIII. Sample Operating Agreement
    A. Articles 1 thru 4
    B. Articles 5 thru 9
    C. Dissolution, Confidentiality, and Boilerplate
IX. The Ethics of Formation
    A.  Conflicts of Interest
      1. Three Main Types
      2. Current and Former Client Conflicts
    B. Informed Consent
    C. Implications of Common Representation
    D. Communications With the Client
    E. Fees and Expenses
    F. Retainer Agreements  

Content Provided



The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Devin A. Cohen

Devin A. Cohen
Steinbach & Associates, P.C.

Devin Cohen joined Steinbach & Associates, P.C. in 2009. He represents clients regarding various corporate transactions, contract negotiations, commercial real estate sales and leases. In addition, Mr. Cohen provides estate planning services, including preparing wills, trusts, living wills, powers of attorney and health care proxies. He also advises clients through the estate administration (probate) process.

Prior to joining Steinbach & Associates, Mr. Cohen worked in a well-regarded boutique commercial litigation firm in New York, Flemming Zulack Williamson Zauderer LLP, where he was part of a team that litigated multi-billion dollar property damage and business loss claims arising out of the 9/11 terrorist attacks on the World Trade Center.

Mr. Cohen is admitted to practice in New York and New Jersey, and before the U.S. District Courts of New Jersey, and the Southern and Eastern Districts of New York.

Mr. Cohen received his his J.D. from American University, Washington College of Law in 2006 and his B.A., magna cum laude, from the State University of New York at Binghamton in 2001.

Photo of Paul Dailey

Paul Dailey

Paul Dailey is a tax principal based in the New York office of Rothstein Kass. As a member of the Commercial Services Group, he oversees international tax issues for corporate and individual clients. Mr Dailey is a certified public accountant in New York.

Mr. Dailey specializes in tax planning, consulting and compliance issues for large foreign-owned corporations as well as residency issues and tax planning for high-net-worth individuals. His business tax experience includes handling matters for domestic owned corporations, losely-held corporations, large S corporations, nonprofits, family offices, private equity funds and partnerships. On the international side, he is involved with expatriate planning, entry/exit strategies and related compliance matters. In addition, he has developed and implemented inbound/outbound tax structures utilizing tax favored holding companies, blocker entities and transparent entities, including check the box elections. He is also knowledgeable of and skilled in CFC, PFIC, transfer pricing, earnings stripping, foreign tax credits, treaties and withholding. Mr. Dailey has also been involved with reviewing tax accruals from a FASB 109 perspective and has worked on numerous mergers/ acquisitions from both a consulting and implementation standpoint.

Mr. Dailey frequently lectures before professional groups on international tax issues. His past professional experience includes serving as a managing director with RSM McGladrey, Inc. and a tax partner at Goldstein Golub Kessler LLP in New York. He earned a Master of Business Administration degree and a Bachelor of Business Administration degree in accounting from Bernard M. Baruch College, City University of New York. Paul is a member of the New York State Society of Certified Public Accountants (NYSSCPA). Over the years, he has been actively involved with the NYSSCPA having served as co-chair of the Foundation for Accounting Education's Small Business Taxation Conference and chair of the International Taxation Committee. He is also a member of the American Institute of Certified Public Accountants (AICPA).

Photo of Michael Grady

Michael Grady

Michael Grady is a tax senior manager in Rothstein Kass’ New York office. He provides tax services to a diversified group of clients in various industries, including professional services, manufacturing, entertainment, wholesale, retail, real estate, and broker dealers. Mr. Grady joined Rothstein Kass in 2011 and has over 14 years of experience in commercial tax services including corporate and partnership tax planning and compliance, multi-state income tax and audit representation before federal and state taxing authorities. He is a certified public accountant licensed in New York.

Mr. Grady received his B.S. from Saint Michael’s College and is a member of the American Institute of Certified Public Accountants (AICPA).

Photo of Keith D. Sheppard

Keith D. Sheppard

Keith Sheppard is the Operations Manager at United Corporate Services, Inc. for their New York City and White Plains offices. As a paralegal with over two decades of experience in the legal services field, Keith Sheppard has developed a keen awareness for how to assists lawyers and fellow paralegals with corporate filings, searches, and due diligence.

His previous managerial positions at two well-respected major firms, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Proskauer Rose, LLP have given him the skills to the master mechanics of corporate and financial transactions.

Mr. Sheppard received his B.S. from St. John’s University.

Photo of Harold I. Steinbach

Harold I. Steinbach
Steinbach & Associates, P.C.

Harold Steinbach founded Steinbach & Associates, P.C. in 2002. The Firm has offices in Hackensack, New Jersey and New York City. Mr. Steinbach concentrates his practice in corporate law. He is AV rated by Martindale-Hubbell.

In 2012 he was featured as one of New York area’s “Top Rated Lawyers” in New York Magazine, one of New Jersey’s “Top Rated Lawyers” in Inside Jersey Magazine, and one of Bergen’s “Top Lawyers” in (201) Magazine. Prior to forming Steinbach & Associates, P.C., he was a partner at Kleinberg, Kaplan, Wolff & Cohen, where he headed the corporate department for several years, and he was a partner at Parker, Duryee, Rosoff & Haft, both in New York City.

Mr. Steinbach received his J.D. from New York University in 1981, and his B.A. from State University of New York at Binghamton in 1978. He is admitted to the New York and New Jersey Bars.

Price (USD)

Standard Rate: $322.00

Course Code : 773164

Length : 2hr 45min
Recorded Date : 6/19/2013

Format Type : eLearning

Included In

Returning Subscribers

- OR -