Please recommend a small business lawyer in NYC

April 2, 2007 6:20 AM

Can someone recommend a small business lawyer in the NYC area? Also, in your opinion, which would be better for me an S Corporation or an LLC?

I am looking to form an LLC or an S Corporation. And am not sure which one is better.

I need some advising on which is best for me, the ramifications of each, and then someone to help me incorporate. That's why I would like recommendations of a lawyer in the NYC area.

In short, I am looking to incorporate a small cleaning business. Do you think an LLC or an S Corporation would be better?

Any recommendations are great.

Thanks

posted by milarepa to law & government (4 comments total)

NYC Bar referral service

New York State Bar "Find a Lawyer" service

There are probably county bars too, depending on which borough you're in.
posted by rkent at 7:09 AM on April 2, 2007

LLC's give a safety net of personal protection from business liabiliities in most situations. I've had both an S Corp and an LLC and found that the S Corp seemed more flexible to me in terms of adding partners etc.
posted by Xurando at 7:42 AM on April 2, 2007

Seconding Xurando,

Basically, an LLC is good when you don't forsee growing more than 10 people.

If you're going to go larger than that though, you should do an S Corp

IANAL
posted by unexpected at 10:35 AM on April 2, 2007

First off, I am a lawyer, but I'm not your lawyer. Any information contained in this post relating to tax treatment is not tax advice and may not be relied upon by any direct or indirect recipient for the avoidance of penalties.

Now that that's out of the way, unless there are NY state law reasons that would negatively affect an LLC (e.g., a specific entity-level tax on income of LLCs, etc.) there is no reason to choose an S corp over an LLC. Each entity will offer the same level of personal liability protection and each will generally give you "pass-through" (meaning no entity-level taxation) taxation.

LLCs are extremely flexible vehicles and almost any arrangement you wish to create among the members is possible.

S corporations, however, are subject to a litany of idiosyncratic limitations. For example, they cannot have (i) more than 1 class of stock (makes it difficult to create a preferred return for investors), (ii) more than 100 stockholders, and (iii) anything other than a natural person as a stockholder (very limited exceptions). (For these reasons, the comments above are incorrect - LLCs can accomodate members that S corps cannot and LLCs can accomodate a greater number of members than S corps.) In addition, some states (CA most importantly) levy an entity level tax on the income of S corps.

Absent a specific state law reason to avoid an LLC (e.g., PA and TX both have issues with LLCs), the only reason I can think of that would cause an attorney to recommend an S corp over an LLC, would be that such attorney isn't doesn't have experience (and therefore lacks comfort) with the LLC as a form of business entity. As the LLC is still a fairly new entity type, this issue still exists within the legal community.
posted by dbolll at 1:34 PM on April 2, 2007 [1 favorite]