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Why Your Partnership Needs a Formal Agreement

Your Business May Already Be a Partnership
Unlike other types of business entities such as a corporation or a limited liability company, a partnership can be formed without any written agreement or filing with the government. New York law defines a partnership as an association of two or more people formed to carry out business for profit as co-owners. Courts have looked to the conduct, intentions, and relationship between parties in determining whether a partnership existed. As this determination depends highly on the individual facts and circumstances of a relationship, it is a frequent source of litigation.

The Default Rules May Not Be What You Expect or What is Best for Your Business
If your partnership lacks a formal agreement, the New York Partnership law provides for many of the key provisions that are typically in such an agreement. However, much of this law represents an attempt by the State legislature in 1919 to create a set of rules for every partnership whether it had 2 members or 100. Many of these hundred-year-old, one-size-fits-all provisions may not be desirable for your particular business.
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Choosing a Business Entity—Part Two

By  Lindsay A. Getman, Summer Associate

In part one of this series, we provided information on the benefits and disadvantages of sole proprietorships and partnerships as business entities. Part two of this series will discuss corporations and limited liability companies, two additional entity types that a business owner in New York may choose. These types of entity formations can be a costly and burdensome process for a business owner, but formalizing the business structure in this way can also provide numerous benefits and protections. In New York State, business owners may choose from the C corporation, the S corporation and the limited liability company, or LLC.

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Choosing a Business Entity

By Lindsay A. Getman, Summer Associate

When forming a new business and deciding on the entity type for your business, there are a number of factors to consider. This two-part series will provide information on the benefits and hurdles of the four main types of business entities that New York State business owners might choose. Two of the most important factors are the tax implications of your choice and the level of legal protection your choice would offer you personally. It is also important to consider the administrative costs, both in forming and maintaining the business. Finally, you should take into account your ultimate goals regarding the size and nature of your business. For example, will you seek outside investors? There is no one-size-fits-all entity type for new businesses, but there are advantages to choosing a simpler or more complicated entity structure, depending on the vision you have for the growth of your business.

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