Business Formations For Small & Emerging Companies

Harold Steinbach presented a seminar to the New York City Bar on June 19, 2013 entitled “Business Formations For Small & Emerging Companies.”  Other panelists included Paul Dailey, CPA, MBA and Michael Grady, CPA from Rothstein Kass and Keith Sheppard from United Corporate Services.  Please click here for the course outline.  Here is the agenda from the seminar:

Business Formations: Small & Emerging Businesses

Presentation to New York City Bar

 Introduction to Class and Speakers [Approximately 5 min.]

I.          Choice of Business Entity [Approximately 15_min.]

1.  Sole Proprietorship
2. General Partnership
3. Limited Partnership
4. C Corporation
5. S Corporation
6. Limited Liability Company

II.        Corporate Service [Approximately 20 min.]

1. LLC vs. Corporation
2. Forming a NY LLC
   1. Post filing requirements-LLC
3. Forming a NY Corporation
   1. Post filing requirements-NY Corp.
4. Benefits of using a using a Legal Services Company
5. Acting as registered office/agent

III.       Tax [Approximately 30 min.]

1. Pass Through Entities – Partnerships/LLC’s
   1. Partnerships
      1. Advantages
         1. Not tax paying entities (except for some local entity level taxes such as NYC, UBT, etc.)
         2. One level of tax
         3. Flexibility of allocations to members as long as regulatory substantial economic effect standards are adhered to
      2. Self Employment Tax
      3. New 3.8% Obama Care Tax
      4. Guaranteed payment vs. salaries
   2. Limited Liability Companies
      1. Check the box elections
2. C-Corporation
   1. Two levels of tax
   2. Asset sales
   3. Trap for the unwary
   4. Unreasonable compensation rules
      1. Disguised dividends
   5. Liquidation Scenario
   6. Dividends
   7. Sec. 1202 Small Business Corporation Exclusion
3. S-Corporation
   1. Pass Through treatment
   2. Advantages/disadvantages
   3. Eligibility requirements
   4. Tri-state (including NYC) tax consequences
4. Conversion/Formation/Incorporation Techniques
5. Single Member LLC
   1. Disregarded entities
   2. Indistinguishable from its owner
   3. Check the Box Elections

IV.       Corporations (BCL) [Approximately 40_min.]

1.  Corporate Purposes and Powers (Article 2 of BCL)
2. Corporate Name and Service of Process (Article 3 of BCL)
3. Formation of Corporation (Article 4 of BCL)
4. Corporate Finance (Article 5 of BCL)
5. Shareholders; Shareholders’ Agreement (Article 6 of BCL)
6. Directors and Officers (Article 7 of BCL)
7. Amendments and Changes (Article 8 of BCL)
8. Merger or Consolidation; Guarantees; Disposition of Assets; Share Exchanges (Article 9 of BCL)
9. Non-Judicial Dissolution (Article 10 of BCL)
10. Foreign Corporations (Article 13 of BCL)
11. Professional Service Corporations (Article 15 of BCL)

V.        Limited Liability Company (LLCL) [Approximately 40 min.]

1.  Formation (Article 2 of LLCL)
2. Management by Members or Managers (Article 4 of LLCL)
3. Contributions and Distributions (Article 5 of LLCL)
4. Members and Membership (Article 6 of LLCL)
5. Dissolution (Article 7 of LLCL)
6. Foreign LLCs (Article 8 of LLCL)
7. Mergers (Article 10 of LLCL)
8. Professional Service Limited Liability Companies (Article 12 of LLCL)
9. Operating Agreement

 VI.       Ethics (30 min.)

1.  Identifying Conflicts of Interest
2. Preparing Conflict Waivers
3. Communications with Client
4. Fees and Expenses