Business Law

During my many years in practice, I have come across various types of contracts. Some of the contracts I have seen, have been a short as one page, and longer than 100 pages. But the one thing that remains the same, is that you can tell the difference between a well-written contract and a poorly written contract. A well written contract is like reading a well written story. It starts with a beginning, which sets forth the names of the parties and the basic understanding of the parties as to why they are entering into this contract. It has a middle, which includes all of the terms and conditions of the contract. Therefore, like any well written story that captivates your attention, the details set forth in the middle of the contract are what is critical to captivate the reader’s attention as well as to clearly set forth the intent of the parties. Finally, it has a well written ending that usually sets forth how disputes are going to be resolved, where they are going to be resolv...

      You filed a certificate of formation if you’re a New Jersey Limited Liability Company (“LLC”), you got a tax identification number, and many people think they are ready to do business. The reality is that you just missed the most important step if you don’t have a well written Limited Liability Company Operating Agreement.       You can decide to use one of the free Operating Agreements that comes in your Company Kit, provided by your incorporation agent or it can be prepared by someone without intimate knowledge of New Jersey’s New Revised Uniform Limited Liability Company Act. However, these are not wise options, as you would be putting the fate of your company into a document that most likely is a generic form for any LLC (possibly not specific to any state) and it would not consider the unique issues presented by your company or the intricacies of New Jersey’s Revised Uniform Limited Liability Company Act.       Remember that...

               To get certified to be a State of New York Woman Owned Business, you must complete a separate application for the State of New York. This is independent of any certification you may have from any other State or Federal Government. By being a certified New York Woman Owned Business, this will qualify your Company for various contracts which our set aside by the State of New York, and you will receive a great advantage when applying for New York State contracts.                Under New York Law the Definition of a Woman-Owned Business Enterprise (WBE) is a business enterprise in which at least fifty-one percent (51%) of the business is owned, operated and controlled by citizens or permanent resident aliens who are women.                In general, to qualify for New York State certification as a women-owned busi...

You filed a certificate of formation if you’re a New Jersey Limited Liability Company, or a certificate of incorporation if you’re a Corporation. The most popular question people ask me is “Now what do I do?”. The next step in the process is to obtain your Federal Tax ID number from the Internal Revenue Service, by filling out an Internal Revenue Service form entitled “SS-4”. This form can be found on the Internal Revenue Service website, as well as instructions on how to complete it at https://www.irs.gov/pub/irs-pdf/fss4.pdf . After you have obtained your Federal Tax id number, the next step in New Jersey, is to register your business with the Department of Treasury. This is all done online at https://www.njportal.com/DOR/BusinessRegistration /. After completing this process, you will be assigned a New Jersey tax ID number that mirrors your Federal Tax ID number with /000 added to the end of it. Upon completing your New Jersey registration, assuming you’re going t...

When reading the newspaper on any given day, the number of articles that I come across about the government awarding multimillion dollar contracts to large businesses is overwhelming. The question that runs through most of my clients’ minds is whether or not their businesses can qualify for government contracts. The answer for the majority of small business owners is yes. The US government purchases approximately $400 billion a year in goods and services from private companies. If the US government determines that these contracts can be fulfilled by a small business, these contracts are “set aside” for registered small businesses. To discover whether your small business qualifies to be deemed a “Small Business” by the Small Business Administration or “SBA”, it is typically determined by the size of the business, or the annual receipts of the business for the last three years. In addition, the SBA in usually looks for the following qualifications: Is a for profit Corpor...

Generally speaking, when creating a new business, your choices are to form a corporation or a limited liability company. If you form a corporation, after forming the entity you can apply with the Internal Revenue Service to elect to be taxed as an “S Corp”. Then, in most states, like New Jersey, after being approved by the Internal Revenue Service as an S Corp, you then have to file with the state of New Jersey and apply to be recognized as an S Corp for state taxation purposes. This may sound like a lot of trouble, but the benefits to you as a shareholder are large. It saves you from potentially being double taxed on the corporation’s incomes and losses, since taxes on the income of the corporation is generally only paid at the shareholder level not both the corporation and shareholder levels. Additionally, it allows the corporation’s income and losses to flow through to the shareholders individually, based on their share ownership of the corporation. Therefore, typically if yo...

Living in today’s modern world, somewhere along the way you’re going to be asked to sign a lease agreement, either for where you live or for your business. The most common misperception I’ve seen among people is that all lease agreements are basically the same and are nonnegotiable. That could not be further from the truth. Almost every lease agreement is negotiable. Some lease agreements are very basic, utilizing an Allstate form (Allstate is a legal publisher in New Jersey that produces forms) with a rider attached to it with specific terms and conditions relating to the leased space. It’s easy to spot an Allstate form as it is stated right on the bottom of the document. In contrast, there is the custom lease agreement created by the landlord or their attorney. Also, depending on the age or credit rating of the individual leasing the space, you may see a space for a personal guarantee by a third-party. In my own life, I have recently experienced my daughter asking me to r...