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New York Offices

QUEENS MAIN OFFICE

95-20 63rd Road, Suite B
Rego Park, NY 11374
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MANHATTAN OFFICE

488 Madison Avenue, Suite 1100
New York, NY 10022
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BROOKLYN OFFICE

174 Brighton 11th Street
Brooklyn, NY 11235
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CONTACT US

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(800) 838-5900

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Corporate/Business Law

The Law Offices of Nathan Pinkhasov, PLLC is dedicated to assisting entrepreneurs and small businesses in New York, which are the core clientele of our firm. If you are looking to open a business and don’t know where to start, call us for free consultation.

Formation

Starting a new business is exciting.  However, a key decision as to the type of entity to open has to be made at the outset.  Our firm can assist you with deciding on the type of entity that will be best suited for your specific company.   We will walk you through the advantages and disadvantage of a LLC, S-Corp, C-Corp or Sole Proprietorship, and along with your accountant decide which entity is best for you.

Once the decision has been made, we file the requisite documentation with Department of State and obtain the corporate kit along with your Employer Identification Number.   In addition, if you form an LLC, we can assist you with the required publication.

In order to ensure the success and a harmonious relationship between the shareholders/members/partners, we recommend preparing either an Operating Agreement, Shareholders Agreement or Partnership Agreement.  These agreements define the rights and responsibilities between the shareholders and/or investors.

If you wish to do business as a name that differs from your corporate name, you will be required to file a Certificate of Assumed Name in the State of New York. This is commonly referred to as a "DBA" which stands for "doing business as". If your business is incorporated in another state and you wish to do business in New York, you must file as a foreign entity with the Department of State.

Purchase or Sale of Businesses

Our extensive experience in the corporate realm can help you through the frustration of selling or purchasing a business in New York, and registering your business with the applicable agencies (i.e. consumer affairs, liquor authority).

One of the problems that you may encounter when buying a business in New York is understanding how to structure the purchase – either Asset Purchase or Stock Purchase

In most cases, you will be better off purchasing the assets. There are three big benefits to buying the assets and not purchasing the stock:

  • Tax benefits. With an asset purchase, you can give different purchase prices among the various pieces of the company.  For example, certain equipment can be deducted immediately so you may want to assign a greater price for those assets.
  • Acquiring Liabilities is an Option.  As you may not be familiar with all aspects of the prospective business, you may not want to purchase its liabilities, some of which may not known for years to come. 
  • You don’t have to buy every asset of the corporation. It could be in your best interest to buy only the profitable portions of the company.

In the event a stock purchase is necessary or required, it is imperative that thorough due diligence be conducted on the books and records of the company.

Employment Agreements

An employment agreement or employment contract will may involve a variety of rights and responsibilities, including detailed provisions related to separation packages, non-compete, non-solicitation, employee layoffs, confidentiality agreements, indemnification clauses, dispute resolutions and severance clauses.

Before you sign one or provide one to your employee, contact our office to let us review, negotiate and/or draft the appropriate employment agreement for you.

Non-Compete/Non-Solicitation Agreements

Employment contracts will often contain restrictive covenants, which include non-compete provisions and/or non-solicitation clauses.

In broad terms, covenants not to compete are legally permissible in order to protect the employer from unfair competition from its former employees. The reasonableness of a non-competition covenant, non-solicitation covenant, or any other type of restrictive covenant, whether standing alone or as part of an overall employment agreement, will be judged on more than just its duration, scope, and geographic restrictions. All such clauses must be consistent with the overriding public policy that restrictive covenants should not unnecessarily restrict free trade or the ability of an employee to practice his or her particular trade, and its effect upon the general public.

In order for a non-compete agreement to be enforceable it: (1) must be necessary to protect the parties’ legitimate interests, (2) it must cause no undue hardship on the former employee, and (3) it must not impair the public interest.

As a threshold matter, an employer must establish that it has a legitimate business interest worthy of protection. In order to restrict a former employee from competing for its business, an employer must have something that it wants to keep away from its rivals that the court deems to be a bona fide business interest of such worth or importance that it deserves protection, at least for a period of time.

Such protectable interests are narrowly defined to prevent employers and employees from making agreements that unnecessarily restrict free trade. Matters that are generally known within the relative business community, or can be discovered easily through some investigation are not protectable interests. An employer may not prevent an employee from using the general skills in an industry which have been built up over the employee’s tenure with the employer. In cases where the employer's interests do not rise to the level of a proprietary interest deserving of judicial protection, a court will conclude that a restrictive agreement merely stifles competition and is therefore unenforceable

CONSTRUCTION AGREEMENT

Construction projects may involve any number of a wide range of parties, including property owners, developers, designers, construction managers, general contractors and trade contractors, to name a few. These parties' rights and obligations are determined by various construction agreements.

At the Law Offices of Nathan Pinkhasov, PLLC, we represent clients in the drafting and negotiation of construction agreements involving commercial and educational buildings, and residential renovations.

We can prepare: 

  • Project manager agreements
  • Construction manager agreements
  • Construction contracts 
  • Trade contracts

Liquor Licenses

If you are interesting in purchasing or starting a business that sells any alcoholic products, you are required under law to obtain the requisite licenses.   Our firm can assist you from A to Z.

Filing applications for any type of retail or wholesale license

Our firm will take the daunting task of obtaining a license and make it as simple as possible.  We will also prepare you for and accompany you to the adventurous and often unpredictable community board meeting to give you the best chance of successfully obtaining your license.

Attorney Self-Certification Program

In September 2009, the New York State Liquor Authority initiated the attorney self-certification program which greatly speeds up the process of obtaining retail liquor licenses.  As NY State licensed attorneys, our firm has the ability to self-certify your liquor license application if you qualify.

NYC Department of Health

We also assist our clients with the following services: 

  • Health Department Permits
    • We will file your permit, assist you in gathering all of the required paperwork and will schedule your pre-opening inspection.
  • Violations
    • We will appear on your behalf at the administrative hearing and will assist you in defending your case and reducing your fines. If you get shut down, we will get you re-inspected and reopened quickly.

Sidewalk Cafe Permits

The NYC Department of Consumer Affairs issues different types of sidewalk permits for restaurants within the five boroughs. An application and a community board hearing are required and we will assist you with both.