Commercial Transaction and General Corporate Counsel

​Every business needs a lawyer even though the reasons may not be apparent at the time. Sondak Law Group will be able to give you vital assistance in almost all aspects of business including zoning laws, lawsuits, liability, partnership and venture agreements, and formal business incorporation.

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Sondak Law Group is extremely specialized, which makes it more effective. An attorney who deals mostly with wills and other “non-business related” matters is probably not the best choice for your business.

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Sondak Law Group is experienced in providing general corporate counsel to small business owners and handling various legal challenges involved in running a business; from advising you on the best type of corporate entity formation structure, partnership agreements, renegotiating a commercial lease with a landlord, working out a potential bankruptcy scenario, to handling a debt demand letter. Whether you are a small business owner, or a large corporation, all your corporate needs will be met in an effective and professional manner.

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Commercial Real Estate Leasing

Prior to signing any type of commercial lease for your business office, shopping center warehouse, retails store, industrial space, or other type of business, it is important to consult with a commercial real estate lawyer. Irrespective if you are the lessor or the lessee, it is essential that you fully understand all the different elements that encompass your commercial lease, including its terms and conditions, the renewal options, and any related expenses. You should hire Sondak Law Group to draft and then review the lease, perform the cost to benefit analysis, negotiate more advantageous terms, and work to advocate on your behalf during any type of lease related litigation. 

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Why You Need Legal Guidance

It is a basic understanding that virtually all business enterprises will at one point, or another enter into some type of commercial real estate lease. When you find yourself in this position, do you have someone that is looking out for your best interest and the best interest of your business? 

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A real estate transaction is extremely beneficial when it is handled properly. When you have a knowledgeable attorney on your side, they can help prevent any type of unnecessary complications and provide support and guidance in case litigation arises. 

These services represent both a tenants and or a landlord and provide assistance in reviewing a lease to ensure that all potential terms which might end up causing a problem are eliminated. Since the other party will most likely hire an attorney to draft the lease for you to sign, you should have your own representation to ensure that it is a fair agreement for you. 

A commercial real estate lease can be complex and may require a significant amount of negotiation. When you hire Sondak Law Group to look out for your best interests, you can feel confident that the lease is drafted in your best interest and hence your business is protected. 

 

Reading the Document

Since many clients may simply skim over legal documents, missing crucial factors that will impact their business, Sondak Law Group will carefully review all the documents and make sure that you understand all the terms in question. Sondak Law Group will go over things such as your obligations in the contractual agreement, if a lease termination is possible, and the exact start and end date for the lease as it is understood by both parties.

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Negotiating the Terms

Simply receiving a lease does not mean that there is no room for negotiations. Sondak Law Group will review the areas that are ripe for negotiating and help you determine what terms best fit your particular situation.

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Understanding Leasing Terminology

If you are unfamiliar with commercial real estate leases, you may not understand the terms that are being used in your lease. Sondak Law Group will help explain these terms so that you are able to make an educated decision with respect to the Lease terms you are signing.

 

Why you need a Business lawyer for Business Formation.

It is essential for you to retain an attorney who will be able to provide you with sound business advice such as what type of business entity formation is best suited for your business and prepare the necessary documents.

Sondak Law Group will register your business for state and federal tax identification, providing solid advice with respect to any tax consequences involving your business transactions and advise you accordingly. Sondak Law Group is essential to both the formation of your business, the ongoing needs of that business, and any legal disputes or issues which might arise while operating this business.

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Your lawyer needs to be able to register your business for state and federal tax identification and understand any tax consequences for your business transactions and advise you accordingly. Therefore, a knowledgeable attorney is essential to both the formation of your business, the ongoing needs of that business, and any legal disputes or issues which might arise while operating this business.

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When starting a new business in New York, entrepreneurs are required to make a variety of choices, including the selection of an ideal business structure.

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When choosing the type of entity, there are many details to consider including the following:

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1. How many co-owners are in the business?

2. What are your sources of finance, and to what extent will you seek external investors?

3. What level of structure and formality are you prepared to manage?

4. What are the time and money requirements of forming and maintaining your business entity choice?

5. What are the tax implications of your preferred ownership structure?

6. What will be the extent of your business’s vulnerability to lawsuits – liabilities or obligations?

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The Proper Business Entity for your Business Plan

There are multiple business entity choices available, with varying benefits and tax implications. As a new business, your likely choices will be a sole proprietorship, general partnership, limited liability partnership (LLP), limited liability company (LLC), subchapter C Corporation, or subchapter S Corporation.

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Unincorporated Business Entities

These are entity choices that can be formed without requiring you to draft and file formal paperwork. They are advantageous for start-ups because of their low cost, simplicity, and flexibility. However, this formation does not allow the entrepreneurs to benefit from the protective features of formal business entities (have unlimited liability) and requires a lot of involvement by the owner(s).

 

There are two unincorporated business structures.

Sole proprietorship: this structure is thought of as an extension of yourself and does not require formal procedures or public filings. However, most people opt to operate under a “doing business name”, which requires you to file a Certificate of Assumed Name with your local county clerk’s office.

General partnerships: the partners are free to conduct the business as an extension of themselves, and no legal paperwork is necessary. However, the partners should agree in advance on future contributions, level of involvement, and what to do in the event of liquidation.

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Incorporated Business Entities

These are the formations that require filing of specific documentation with either state or local officials. The extra requirements impose multiple challenges to new business owners, though this entity choice provides the owners with valuable protections and benefits.

These include:

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1. Limited partnerships: where partners have limited liability – based on their level of investment. It also has limited input in management decisions, which attracts silent investors.

2. Corporations: C corporations are very common, and operate as unique legal entities, separate from owners, taxable, and can be sued. Owners are shareholders, which makes it easy to attract investment from external entities. S corporations offer more benefits, but the formation is not recognized in New York City.

3. Limited Liability Company: provides members with limited liability, as well as operational flexibility and tax efficiencies of partnerships.

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Whichever entity you pick for your business, your NYC attorney will ensure that it is formed properly and promptly. Your NYC attorney will guide you in the entity formation process, including registration with the Department of State, as well as filing of any necessary tax documents with the Department of Taxation and Finance as well as the IRS. If there are multiple owners, your attorney will assist in drafting and negotiating the necessary agreements. Once your business becomes profitable, your attorney will be available for all your future business needs.

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Business Contract Negotiation and Drafting

Owners of small businesses will need to create contracts as their business grows. A business contract is an agreement between two parties that is legal and binding. The contract negotiation will be for an exchange of services that both parties find valuable. The contract is only valid when an offer has been made and accepted. By drafting a contract for business purposes, you will ensure that an agreement is acted on. If a contract is broken or breached it can result in an out of court settlement with payment for damages because of the breach or a lawsuit. However, it is best to negotiate for the best possible terms for your business. Drafting a solid agreement that you feel confident about is the best way to avoid any type of potential litigation or dispute.

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Contract Negotiation for Business Use

Business contracts are often used for various reasons which may include buying or providing services or goods, leases and real estate, partnerships, and joint ventures, selling your business, Franchising, Non-compete agreements, confidentiality agreements and hiring or accepting employment as an independent contractor. Even though a contract involves payment for services delivered, non-monetary contracts are also valid.

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Oral Business Contracts

An oral contract is just as valid as a written contract even though it is only spoken. If you have been given a promise that the work will be done for either monetary or some other type of compensation you have negotiated an oral contract. Although oral contracts are difficult to prove in court because they are so easily misinterpreted, they are still legally enforceable. A contract negotiation that is oral often comes down to the word of one person against another. A contract for the sale or purchase of any real property must be in writing.

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Written Business Contracts

Contracts that are produced electronically or on paper are written. A negotiated contract that has been written is much easier to uphold legally than an oral contract because of the existing detailed written reference for the agreement. The terms of a written and negotiated contract are much easier to prove and thus quickly eliminate any arguments of who said what. It is worth considering drafting a written business contract that includes extremely specific details about the agreement.

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Business Contract Negotiations

A business contract negotiation should be properly labeled as an agreement or contract. It may include the names of the parties involved, the contract date, the details of all services the company will receive or provide, the payment amount and payment due dates which can be paid in increments, the interest on late payments, deadlines for services that are due, and the expiry date of the contract. The renewal terms and damages for breach of contract, termination conditions, signatures and E contracts should also be included.

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Contracts should be very specific and do not require any legal jargon. Contracts that are clearly and concisely worded avoid confusion, and therefore are the best type of a contract. You need to always make sure that your requirements are clear and concise and not rely on the assumption that the other parties will understand your conditions. Review all contracts thoroughly before signing anything.

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Get advice from Sondak Law Group before you sign any contracts. This will enable you to avoid many problems and circumvent significant legal fees.

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Call Us Today

For all your business needs call Sondak Law Group at (212) 324-3070.