Corporate & Transactional Counsel.
Practical legal and strategic guidance for businesses, founders, and investors.
Based in Buffalo, NY — Serving clients nationwide.
New York makes new LLCs announce themselves in two newspapers for six weeks, and the price runs from a few hundred dollars upstate to substantially more in New York City. What § 206 actually requires, what happens if you skip it, and how the county you designate drives the bill.
New York does not default to 50/50. Absent an operating agreement, profits and voting power follow contribution value. What the default rules do, and three ways to set a split deliberately.
Most first-time founders think vesting is something Delaware startups do with stock. LLC membership interests can vest too, and if yours don't, a departed co-founder keeps every point of equity they were ever granted. Here is how LLC vesting works, including the 30-day tax election you cannot miss.
Equal ownership among founders can feel fair, and it can work. But a company with two 50% owners and no tie-breaker has a structural flaw, and no court will break the tie for you. The only judicial remedy is dissolution, and for a New York LLC you often cannot even get that. Here is what deadlock actually looks like and the mechanisms that prevent, resolve, and end it.
A comprehensive, practical guide to the programs, incubators, legal resources, and talent networks driving the Western New York startup ecosystem.
Paying someone for an investor introduction can trigger SEC broker-dealer rules, risking rescission, enforcement, and loss of your Reg D exemption.