Available 7 Days a Week 6:00 AM – 8:00 PM(516) 314-1343
Thomas A. Sirianni, Esq.
Practice Area

Starting, Running, or Selling a Business on Long Island?

Closely-held businesses face the same legal complexity as large companies but rarely with the same legal resources. Whether you're forming an LLC, drafting an operating or shareholder agreement, negotiating an asset purchase, or planning succession, the documents you sign today determine your liability, tax exposure, and exit options for years. As a Long Island business attorney, I serve as outside general counsel to Nassau and Suffolk County business owners — practical, transactional, and focused on protecting what you've built.

Cases I Handle in Business & Corporate Law

LLC, S-Corp, and partnership formations
Operating agreements and shareholder agreements
Buy-sell and succession planning
Commercial contracts and vendor agreements
Asset and stock purchase transactions
Independent contractor and employment letters
Trademark and brand-protection basics
Dispute resolution before it becomes litigation

Are You Dealing With Any of These Situations?

Forming a new LLC or corporation and need it done correctly the first time
Buying or selling a business and need the deal documented
Bringing on a partner or investor and need a shareholder/operating agreement
Facing a contract dispute with a vendor, customer, or partner
Planning succession or exit from a closely-held business

Relevant New York Laws

NY Limited Liability Company Law — Governs formation, management, capital contributions, distributions, and dissolution of New York LLCs. §417 requires every LLC to adopt a written operating agreement; §206 imposes the publication requirement that catches new owners by surprise.

NY Business Corporation Law — Governs New York corporations: formation, share issuance, director and officer duties, shareholder meetings, mergers, and dissolution. Sets the baseline rules that a well-drafted shareholders' agreement modifies.

NY Uniform Commercial Code Article 2 — Governs contracts for the sale of goods between merchants and consumers in New York. Imposes the statute of frauds, warranties, and a 4-year statute of limitations under §2-725.

NY General Obligations Law §5-336 and recent non-compete legislation — New York enforces reasonable non-competes but has tightened limits on NDAs covering harassment and discrimination, and proposed legislation could narrow non-compete enforcement further.

Frequently Asked Questions About Business & Corporate Law

An LLC is the more flexible default for most small businesses — fewer formalities, pass-through taxation, and a customizable operating agreement. An S-Corp election (made on an LLC or corporation) can save self-employment tax for owners taking reasonable salaries plus distributions. Tom evaluates the tax and governance tradeoffs case by case.

Under LLC Law §206, a new NY LLC must publish notice of formation in two newspapers (one daily, one weekly) designated by the county clerk where the LLC is located, for 6 consecutive weeks, then file a Certificate of Publication with the Department of State.

Yes — LLC Law §417 requires every NY LLC to adopt a written operating agreement, even for a single member. It documents capital contributions, management, distributions, and transfer restrictions, and is essential to preserve the limited-liability shield in litigation.

In an asset sale, the buyer purchases specified assets and assumes only specified liabilities — preferred by buyers. In a stock or membership-interest sale, the buyer steps into ownership of the entity along with all its liabilities — usually preferred by sellers. Tax treatment differs significantly; both deal structures must be negotiated upfront.

A buy-sell agreement governs what happens to an owner's interest on death, disability, divorce, retirement, or dispute — typically a mandatory or optional buyout at a defined price or formula. Without one, the surviving owners can be forced into business with an heir, ex-spouse, or creditor.

Conditionally. NY courts enforce non-competes only when reasonable in time, geographic scope, and the legitimate business interest protected (trade secrets, unique services, or confidential information), and not unduly harmful to the employee or public. Overbroad clauses are routinely blue-penciled or struck.

The Department of State filing fee for Articles of Organization is $200. Publication costs vary by county — modest upstate, several hundred to over $1,000 in Manhattan; Nassau and Suffolk fall in between. Tom quotes a flat fee for formation, operating agreement, and publication coordination.

Ready to Discuss Your Case?

When you contact this office, you speak directly with Thomas A. Sirianni, Esq. — not a paralegal, not an intake service. Every conversation is confidential.

Call (516) 314-1343

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