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Register A Delaware Business in New York: Application for Authority

By Scott M. Thomas On July 21, 2016 · Add Comment
Foreign business registrations are common in New York. In order to register an out-of-state company with the New York Department of State one must file an Application for Authority. Our usual case involves registering a Delaware-based company in New York City, although the foreign business can be set up in any jurisdiction. The Application for Authority sets forth information about the foreign business such as its Registered Agent in the State of New York, the home jurisdiction, date of incorporation, local address, etc. A foreign business may seek authority to do business [...]
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Differences Between the Principal & Supplemental Trademark Register

By Scott M. Thomas On June 1, 2016 · Add Comment
In the United States there are two different trademark registers: The Principal Register and the Supplemental Register. The Principal Register is the main register and provides the best protection. Registration on the Principal Register entitles the Registrant to: Listing of the mark in the USPTO’s online database Priority over subsequently filed trademark applications with the USPTO The right to use the “®” symbol Prima facie evidence of the registrant’s exclusive right to use the mark in the United States A presumption that the registrant is the true owner of the trademark. The right to sue in federal court if the [...]
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How to Get a Certificate of Good Standing

By Scott M. Thomas On November 17, 2015 · Add Comment
Obtaining a Certificate of Good Standing for your LLC or Corporation is easy! Just give us a call or send us an email and we’ll fax your request to the Department of State the same day. We can also expedite the state processing time (1 day) if you need it in a rush. Once we receive your Certificate of Good Standing we’ll scan it and email it to you in pdf format. A Certificate of Good Standing (aka Certificate Under Seal) proves that your business is registered with the state and in good standing. You may [...]
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How To Form a Benefit Corporation in New York

By Scott M. Thomas On September 16, 2015 · Add Comment
There’s a growing number social entrepreneurs starting for-profit businesses aimed at generating a social benefit. In response to this movement, in 2012 New York became the seventh state to allow the formation of Benefit Corporations (aka B Corp). Since then, many other U.S. States have followed suit and the trend of eco-friendly startups and small businesses has continually grown. Benefit corporations are similar to the more widely known C Corp and S Corp, however benefit corporations have a few distinct characteristics: (1) They have a corporate purpose to create a general or specific public benefit; (2) the directors and officers [...]
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5 Ways To Enforce Your Trademark Rights

By Scott M. Thomas On September 10, 2015 · Add Comment
So you’re building a great brand and want to protect it? You’re in luck. There are many ways that you can protect your business’s trademark. The first step is to create a strong trademark. Notice that I use the word “create” rather than “choose.” The most distinctive trademarks are those that exhibit a high degree of originality and creativity. Words and symbols that are completely made up, with no inherent meaning are always at the top of the list (these are called fanciful marks i.e. Twitter). Common English words and combinations thereof are easier targets for [...]
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Hiring An Independent Contractor: FAQ

By Scott M. Thomas On June 18, 2015 · Add Comment
What is an Independent Contractor? An independent contractor is a person or business that contracts with another person or business to perform services. Independent contractors may also be referred to as a consultant, freelancer, or subcontractor. They are generally paid by the hour or a contract fee per project. Why Hire an Independent Contractor? Independent contractors are hired for many reasons. Typically, independent contractors have specialized knowledge in a particular area and are hired to consult on an as-needed basis. This flexibility is a big advantage to the employer and often avoids the expenses and training that would be involved [...]
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How to Add a New Member to Your New York LLC

By Scott M. Thomas On March 30, 2015 · Add Comment
Adding a new member to an LLC is not a difficult process. The best place to start is by reviewing the LLC’s current operating agreement and articles of organization. These two organizational documents usually contain information about the proper procedures for admitting a new member. If the LLC is member-managed, then consent of the specified amount of membership interests will be required to admit the new member as per the LLC operating agreement. If the LLC is manager-managed, the manager’s approval will be required. In New York, if the LLC operating agreement does not specify the [...]
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Startup Lawyer FAQ

By Scott M. Thomas On December 30, 2014 · Add Comment
As a Startup Lawyer practicing in New York City I’m fortunate to get to work with a wide variety of emerging companies. Despite many differences in these company’s products and services, startup owners tend to have similar concerns during the business formation process. Should I Incorporate in New York or Delaware? I get this question on a weekly basis and the answer is “it depends.” Yes, it’s true that there are some advantages to incorporating in Delaware, however, most of these advantages don’t apply to small businesses and bootstrapped early-stage startup companies. For example, Delaware is [...]
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How Long Does a Trademark Last?

By Scott M. Thomas On September 18, 2014 · Add Comment
A federal trademark registration with the USPTO lasts for a term of 10 years. Once the registration certificate is issued, maintaining the trademark is relatively easy. The registrant must file a document called a Declaration of Use under Section 8 between the fifth and sixth year after registration, which states that the registrant is still using the trademark in commerce. The registrant may thereafter renew the trademark by filing a Application for Renewal under Section 9 between the ninth and tenth year after registration, and every subsequent 10-year period. If the applicant does not [...]
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Business Name Restrictions in New York

By Scott M. Thomas On July 31, 2014 · Add Comment
If you’re forming an LLC, corporation, or professional business entity in New York there are business naming requirements that must be met before your company can be formed. First, all business entity names must be unique and distinguishable from other business names on file with the New York Department of State, which is the Agency that maintains all corporate filings in the State of New York. You can check to see if your proposed name is available by doing a name availability search on the NY Department of State website. Second, all business entity names must [...]
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