Michele A. Santucci, Esq.
Attorney at Law, Niskayuna, NY
Leona Beane, Esq.
Professor Emeritus at Baruch College, New York, NY
Richard V. D'Alessandro, Esq.
Richard V. D'Allessandro Professional Corp, Albany, NY
Sarah E. Gold, Esq.
Gold Law Firm, Albany, NY
Professor Ronald David Greenberg
Attorney at Law, Larchmont, NY
Thomas O. Rice, Esq.
Attorney at Law, Garden City, NY
• Understand how to choose the best form of business entity for your client
• Understand and explain what can be complicated tax implications of the various business entities
This practice guide covers corporate and partnership law, buying and selling a small business, the tax implications of forming a corporation and banking law.
“Corporate and Partnership Law,” part one, offers advice on the basics of forming a business for a client. It discusses the more popular types of business entities and the advantages and disadvantages of each. This section also examines considerations relative to the different forms of doing business, including domestic and foreign corporations and limited liability companies.
Part two, on buying and selling a small business, guides practitioners through the necessary procedures and corresponding responsibilities as a transaction passes from proposal to completion. It covers the pre-contract, contract, pre-closing, closing and post-closing stages. Alternative business organizational forms are discussed, including the general partnership, limited partnership, sole proprietorship, S corporation and the limited liability company.
Part three addresses important questions to consider when advising a client on forming a corporation: What is the desirable tax treatment to the client? Is deferral of gain or loss on the exchange feasible? What are the consequences of the client's deferring to a later year the reporting of gain or loss realized by the client on the exchange?
Part four addresses Banking Law, including different types of accounts and the various circumstances such as death, incompetency or disability that affect daily banking transactions.
This practice guide also includes a set of Downloadable Forms. The 2017-2018 release is current through the 2017 legislative session.