Doing Business in New York State: Structures and Strategies

This publication reviews the legal and business structure alternatives available to those forming business structures in New York State. A framework is developed for assessing various business structural options. Six business organizational forms are discussed, including: 1) sole proprietorships, 2) business corporations, 3) general partnerships, 4) limited partnerships, 5) cooperative corporations, and 6) limited liability companies. Various organizational features of these forms of business are reviewed including: personal stakeholder liability, means of formation, duration of business structure, system of governance, taxation, property interests, securities registration, and anti-trust limitations. A review of the role of advisors is presented as well as suggestions for selecting qualified advisors. The information contained in this article is intended as a general discussion of New York and federal law related to the decision making process concerning (1) whether to form a business entity, and (2) which form of business structure to select. Nothing in this publication is intended as legal or financial advice. Readers should consult with their own legal or financial advisors to insure that the organizational choices they make best fit their individual or group needs. A list of online educational and informational resources is provided in an appendix. Resources include web sites for educational programs, professional associations, state and federal government agencies supporting business development, and references for New York State Laws applying to various forms of businesses.