Registering Your New York Nonprofit For Fundraising Purpopses

If your New York nonprofit is fundraising in New York, then you may likely need to register with the New York Attorney General’s office. Before soliciting contributions from individuals, foundations, corporations or government agencies within New York, a New York nonprofit must register with the NY Attorney General’s General Charities Bureau, unless it falls within one of the many exceptions: Exceptions to the New York Nonprofit Filing Requirements Religious organizations or other organizations with a religious purpose (i.e., a religious school); Educational institutions that solicit contributions only from alumni, the student body, faculty, trustees and their families, and other educational organizations that report to or are chartered by the Board of Regents of the State University of New York are exempt; PTAs (Parent-Teacher Associations); Fraternal, patriotic, social or alumni membership organizations that limit their solicitations to its membership; Law enforcement support groups, veterans organizations, and volunteer firefighter/volunteer ambulance service organizations; Any

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Terminating A Franchise Agreement In New York: NY Franchise Law Basics

The termination or cancellation of a New York franchise relationship requires planning, a thorough understanding of your particular New York franchise agreement and procedural formalities.  Typically, it is advisable to consult with your franchise lawyer. New York Franchise Terminations (Franchisee Considerations) For example, preparation should begin before signing a franchise agreement by a New York franchisee.  Before signing, a would-be franchisee should consider the written terms outlining the right to terminate the franchise agreement.  Other clauses, of course, should be reviewed.  This post, only, addresses one issue of many that a franchisee should consider. Typically, a franchisor shall lay out several conditions it would consider to be breaches of the franchise agreement that trigger termination.  These conditions will not afford an opportunity for either party to cure or correct the specific condition.  These incurable breaches are, typically, material breaches of franchise agreement and, often, New York law.  In some cases, a

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Enforcement of Liquidated Damages Clauses in NY?

When NY businesses contract with others, and those contracts include a clause for liquidated damages, be careful that your New York liquidated damage clause is enforceable in New York and not a mere penalty, or you may have negotiated your way into a New York court. In New York, parties generally are free to set the terms of their own contracts and may agree on the damages for breach in certain circumstances. Specifically, parties are free to agree to liquidated damages, which is damage calculation, typically, used when: damages are difficult or impossible to calculate; and where the amount agreed upon bears a reasonable relationship to the probable loss. Our New York law office drafts, has enforced and has challenged liquidated damage clauses in numerous industries including real estate, service agreements, supply agreements and vendor agreements. When damages resulting from a breach are readily calculable or where the agreed upon

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Prohibiting Dreadlocks Is Not Racial Discrimination: EEOC New York

The U.S. Court of Appeals for the 11th Circuit ruled that a company’s grooming policy prohibiting dreadlocks was not racial discrimination under federal employment law. In EEOC v. Castastophe Management Solutions, a female job seeker responded to an ad for a sales job. The applicant was qualified and interviewed well.  However, as a condition to hiring her, the business requested that she change her hairstyle from dreadlocks to a “professional-looking” haircut because part of her job duties would be selling the business to the public.  The job seeker refused and contacted the Equal Employment Opportunity Commission (EEOC) stating that the business discriminated against her on the basis of her race. T he EEOC then brought a claim for intentional racial discrimination. The EEOC argued that prohibition of dreadlocks in the workplace constitutes race discrimination because dreadlocks are a manner of wearing hair that is physiologically and culturally associated with people

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NY Legal Protection For Employees With Disabilities In New York

As part of our ongoing series of postings bringing awareness to certain laws every New York business owner must know, we bring your attention to laws that protect employees with disabilities. (For other stories in this series, you can read our posts about best practices to avoid age discrimination and New York’s new laws involving family and medical leave.) The Americans with Disabilities Act requires employers in many cases to provide a “reasonable accommodation” to employees with disabilities.  The law, as amended by the ADA Amendments Act, protects employees from job discrimination based on: Physical or mental disability; Recorded history of disability or impairment; or A substantial impairment that limits a major life activity (defined in the law as hearing, seeing, speaking, walking, breathing and many other manual tasks – broadly defined). Having a disability covers only half of the standard.  Employees making a discrimination claim based upon ADA must also

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New York Defamation Law: Yelp Alerts Reviewers To Business’s “Questionable Legal Threats” In Response To Negative Reviews

Some New York businesses, including a New York dentist, have been turning to litigation to respond to negative reviews left about their businesses on the popular website, Yelp. Yelp is a website that crowd-sources recommendations and reviews of local businesses. Many businesses see an increase in business activity based upon positive reviews and recommendations left on the website, while others believe that their business good-will and reputation are harmed by negative reviews that may or may not be accurate. Buzzfeed recounts the story of a New York dentist that has sued at least three negative reviewers for speaking their mind about the services provided by this business. The increase in such activity has led Yelp to alert reviewers to businesses who make, in Yelp’s words, “questionable legal threats” against reviewers speaking their mind. The story also states that Congress is currently considering bills designed to protect consumers from such lawsuits based

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Starting a New York Restaurant? New York Restaurant Law

Starting a restaurant in New York involves significant consideration of New York state and local health and safety regulations.  Because restaurants and eateries are all about serving food, New York subjects restaurants to significant regulations regarding food health and safety. The New York State Department of Health has many regulations for food service establishments, including coverage of: employee cleanliness issues; employee hand washing and food handling; employee health issues, such as prohibition from working if they have certain illnesses; washing of fruits and vegetables; reheating and thawing food; cleaning and sanitizing utensils; and garbage storage and disposal. The NYS Department of Health has a guide and other resources that can help you ensure you are meeting regulatory requirements. In addition, if your restaurant is in New York City, there are additional handbooks containing local guidelines that you must follow, including how to obtain a New York City Food Handler’s License.  New

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Possible Legal Concerns Created By Pokémon GO & Other Augmented Reality Games

With the creation of “augmented reality games” like the wildly popular Pokémon GO, attorneys will be considering the possible legal issues that may arise. Augmented reality games involve live direct or indirect views of a physical, real-world environment whose elements are augmented (or supplemented) by computer-generated sensory input such as sound, video, graphics or GPS data. In the case of Pokémon GO, fictional creatures are projected onto a mobile device’s camera through the game’s app. With all new technology comes new questions for lawyers to consider. The possibilities are endless, but the American Bar Association has tried to outline what other attorneys are thinking. For players, there is the danger of wandering through the world while distracted by their mobile device. These augmented reality games may lead to conflict and complications between players and non-players enjoying public and private spaces, which may lead to violent confrontations. For government, law already exists

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Federal Government Considering New Debt Collection Rules

For the first time in nearly 40 years, the Consumer Financial Protection Bureau is proposing new rules that govern debt collection in an effort to clamp down on alleged abusive collectors. Debt collection is a multi-billion dollar industry. According to the Urban Institute, one in three American adults have a report of debt in collections. That equals to over 77 millions Americans. The average debt owed is over $5,000 and typically involves a credit card balance, medical or utility bill more than 180 days past due. The CFPB has fielded over 250,000 complaints since 2011. According to the CFPB, the safeguards suggested are those that debt collection companies frequently ignore, raising the specter of the prototypical company aggressively chasing customers. The rules should also bring some consistency to what is now a hodge-podge of local, state and federal rules and regulations. Under the proposed rules: Collectors must confirm consumers’ names,

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Merry Christmas and a Happy Holidays to all our Clients and Friends

  [ABTM id=1137] For a no cost consultation, CONTACT US for an appointment. (c) Sean Hayes – IPG Legal. All Rights reserved.  Do not duplicate any content on this blog without the express written permission of the author. info@ipglegal.com.

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Liability of New York Shareholders for Unpaid Debt of a New York Company

If you reside in New York or wish to run a business in New York , it may be convenient to incorporate a business in New York. But before you do so, you should know a major disadvantage of incorporating a business in New York. Business owners tend to desire the protection that incorporation gives to its shareholders’ personal assets. But you should know of a significant exception to that rule in New York. Under N.Y. Business Corporation Law § 630, the ten largest shareholders in any non-public company can be held liable for wage claims made by corporate employees. This includes salaries, overtime, vacation, holiday, severance pay and a whole host of other types of pay. To compound matters, liability under this law is “joint and several,” meaning that a claimant can enforce a judgment against just one of the ten largest shareholders, who would then have to seek

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Franchisors Filing of NYS Tax Documents

With the new year fast approaching, franchisors in New York should begin focusing on updating their franchise disclosure documents, renewing their franchise registrations and preparing their New York state tax filing documents. Tax Filing Obligations of Franchisors in New York New York reporting requirement applies where the franchisor-franchisee relationship falls within the broad franchise definition under the New York franchise statute. The statute was created so that New York tax authorities can verify state tax filings submitted by New York franchisees so that the franchisor’s filing matches what the franchisee disclosed. Franchisors in New York that have at least one franchisee doing business in New York are required to register as a sales tax vendor and must file information returns with the New York State Department of Taxation and Finance. The reporting period is from March 1 to February 28 of the subsequent year – in most cases. The returns

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Factors to Consider When Forming a Corporation in New York

New York businesses are not bound to incorporate within the state to operate within New York State. In fact, start-up businesses in New York should consider incorporating outside of New York based on several factors for consideration. Some choose to keep things simple by incorporating or forming an LLC in New York, while others opt for more “business friendly” states and incorporate in Delaware, Nevada or Wyoming. In some cases, even if you wish to establish a business in New York, it is advisable to form a company outside New York and enter New York as a foreign business – one of the many reasons is the New York may impose liability on company shareholders.  Here are some of the more important factors to consider when choosing a state for incorporation: Setup & Recurring Fees While a minor consideration in the grand scheme of establishing and operating a business, you

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New York Franchisee Succession Planning

New York franchisees interested in succession planning must be made aware of the effect a lifetime transfer of a business has on estate planning. Federal & New York Gift Tax Law Transfers without consideration during one’s lifetime are considered gifts under federal and New York tax law. From an estate tax perspective, gifts reduce the estate tax threshold of the person making the gift and after death, that person’s estate would have to pay taxes on the amount of the estate that exceeds the estate tax threshold. However, with advanced preparation, a franchisee interested in succession planning can implement a plan to minimize the tax burden of the transaction. Franchisees are, typically, responsible for finding a buyer when they want to sell their franchise. Succession planning may involve a franchisee identifying a successor.  In these circumstances, and depending upon the terms and conditions of the particular franchise agreement, the franchisor

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Successor Liability Pitfalls in New York

When buying or selling a New York business or any of a business’s assets under NY law, potential successor liability of the buyer is of primary concern.  New York Successor Liability Law is complex and the following is, only, intended as a brief overview of the matter. Successor liability in New York is liability that the buyer of a New York company’s assets may have for the liabilities of the seller of those assets performed prior to the purchase.  Essentially, a buyer would be compelled to pay off debt that the seller accumulated prior to completion of the transaction. The general rule in New York is that the buyer of company assets does not assume and is not liable for the seller’s liabilities unless otherwise expressly stated in the asset purchase agreement.  However, exceptions exist. New York Successor Liability Exception to General Rule Express or Implied Assumption by Buyer. This exception

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U.S. Patents for New York businesses

The common types of U.S. patents that are available to innovative New York entrepreneurs seeking to protect their  intellectual property falls into three common categories based on the type of invention in question: design, utility and plant patents. Utility patents are chiefly concerned with how an invention functions.  A utility patent may be applied to a wide range of unique and innovative new products or processes. It prevents others from manufacturing, selling, using or distributing your invention.  Utility patents last for 20 years running from the date that the patent application was filed.  In addition to the initial patent filing fees, inventors must submit maintenance fees throughout the life of the patent in order to keep the patent’s protection. Design patents are any enhancement or adornment applied to an existing item or the design for a new product. It protects the aesthetic appearance and can be issued for the appearance, design,

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Foreign Nationals Can Work for Their Businesses in New York

If you are a foreign national living in New York, it is not impossible for you to start a business. Starting a business, in New York, does not, in most case, even require residing in New York or even having the legal ability to reside in New York. If you are looking to start a business in New York as a foreign national or resident alien, it may be advisable, however, to be aware of the immigration requirements before you get started, since you may wish to live, work and reside in New York in order to conduct your business. According to the U.S. Small Business Administration, aside from U.S. citizens or naturalized citizens, if you are an individual with the following immigration status, then you can work for your business in New York: Green Card Holders – Also known as “permanent residents,” green card holders can work, live and study

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New York Non-Compete & Confidentiality Agreements

Business in New York can be highly competitive, and relies, in part, upon a business’s ability to protect valuable information disclosed to current and past employees. Many NY companies feel that implementing non-compete agreements and other contractual obligations will encourage employee retention overall and protect information should an employee leave. It is important for New York businesses to understand, however, that there are restrictions to when and how non-compete agreements can be enforced. Traditionally, non-compete agreements in New York are used in companies and industries involving sensitive proprietary information and/or trade secrets. Non-compete agreements are commonly found across many industries regardless of size or products or services offered. They can take many forms depending on the information to be protected, including confidentiality agreements (prohibiting use or revealing information) and non-solicitation agreements (prohibiting approaching customers, poaching employees or contacting vendors). New York Courts consider the enforcement of a specific non-compete agreement

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Buy-Sell Agreements for Multi-owner Businesses in New York: New York Buyout Agreement Basics

When there is more than one owner of a New York business, creating a New York-tailored buy-sell agreement can save time and money if a change of ownership occurs in the future. New York business owners know that circumstances can change at a moment’s notice.  That is why ensuring that your business is prepared for whatever waits around the corner is crucial.  Part of being fully prepared is having a New York law compliant buy-sell agreement in place. New York businesses of all forms and sizes with more than one owner should create a solid buy-sell agreement in anticipation of potentialities in many cases. A buy-sell agreement, also known as a buyout agreement, is a legally binding agreement between co-owners of a business that governs the situation if a co-owner chooses to leave the business, is forced to leave the business or passes away.  If the triggering event occurs, the other

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NYC Landlords Sue To Overturn Second Year Of Imposed Rent Stabilization Freeze

New York City landlords want the courts to intervene on the rent freeze on rent stabilized units that takes effect for second straight year.  According to the Courthouse News Service, four landlords, Benson Realty LLC, Danielle Realty LLC, Milagros Huertas and Marilyn Percy, and the Rent Stabilization Association, a trade group that represents 25,00 landlords across New York City, filed a petition in Manhattan Supreme Court seeking to overturn an order adopted by the New York City Rent Guidelines Board that freezes rent increases at 0 percent for one-year leases and 2 percent for two-year leases. This is the second year in a row that the freeze has been ordered. The petition claims that the Order in question is “arbitrary and capricious,” as well as “constitutionally dubious” and asks the Court to annul the Order in question, declaring it unconstitutional under the 5th and 14th Amendments, alleging violations of the

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