Business Formation & Entity Selection Attorneys in Staten Island, NY

Build a Legally Sound Business from Day One

Starting a business is a significant and exciting step — but it’s also one that carries legal complexity and risk if not handled properly. Your business’s legal structure will determine how you pay taxes, how profits are distributed, how much personal liability you face, and how you grow over time. These aren’t decisions to make lightly or based on generic online templates.

At Angiuli & Gentile, LLP, we help entrepreneurs, startups, and small business owners across Staten Island and the greater New York area form their businesses with precision and legal clarity. We take the time to understand your business model, growth plans, and risk exposure to recommend the right entity — and we handle every aspect of the formation process so you can focus on building your dream.

The Importance of Choosing the Right Legal Structure

Many new business owners don’t realize how much their entity choice can impact day-to-day operations and long-term outcomes. Choosing the wrong legal structure can lead to double taxation, personal liability for business debts, loss of investor opportunities, and unnecessary administrative burdens.

Here’s why this decision matters:

• Taxation: Your legal structure determines how you’ll be taxed. Some entities allow pass-through taxation while others are taxed as separate entities.
• Liability: If the business is sued or accrues debt, your structure determines whether your personal assets are protected.
• Compliance: Corporations must meet strict legal requirements. Sole proprietorships have minimal compliance needs, but no liability protection.
• Flexibility: LLCs offer operational flexibility, while corporations follow more rigid frameworks for decision-making and profit sharing.
• Investment Readiness: Investors often prefer corporations due to stock issuance and clearer governance structures.

Our attorneys don’t just file paperwork — we educate and empower you to make an informed decision that aligns with your goals today and 10 years from now.

Types of Business Structures We Help Clients Form

Choosing the right structure involves weighing your tax goals, liability protection needs, management preferences, and future plans for the business. At Angiuli & Gentile, LLP, we help clients understand and form the following legal entities:

Limited Liability Company (LLC)

An LLC offers limited liability for its owners (called members), meaning your personal assets are protected from most business debts and lawsuits. LLCs are relatively easy to set up, require fewer formalities than corporations, and offer flexible profit distribution and management structures. They’re ideal for single-member businesses, partnerships, and small teams.

Benefits of an LLC:

1. Pass-through taxation (avoiding double taxation)
2. Personal liability protection
3. Less paperwork and fewer ongoing requirements than corporations
4. Flexibility in management structure

Common Uses: Consultants, real estate businesses, tech startups, family-owned businesses.

S Corporation (S Corp)

An S Corporation is a special tax designation available to eligible corporations and LLCs. It allows business owners to save on self-employment taxes by taking a reasonable salary and receiving the rest of their income as dividends. However, S Corps have strict eligibility criteria and require ongoing compliance with corporate formalities.

Benefits of an S Corp:

• Potential for significant self-employment tax savings
• Pass-through taxation
• Protection from personal liability
• Perception of professionalism for client and vendor relationships

Limitations:

• Must have 100 or fewer shareholders
• All shareholders must be U.S. citizens or permanent residents
• Must adhere to corporate formalities (board meetings, bylaws, etc.)

C Corporation (C Corp)

C Corporations are taxed separately from their owners and are often preferred by larger businesses or startups that plan to raise capital through investors. While subject to “double taxation” (corporate and individual tax), they offer the most flexibility in issuing stock and attracting outside investment.

Benefits of a C Corp:

• Separate legal entity with strong liability protection
• Ability to issue multiple classes of stock
• Attractive to venture capital and angel investors
• Perpetual existence, regardless of ownership changes

Best For: Scalable startups, tech companies, businesses seeking private equity.

Sole Proprietorship

A sole proprietorship is the most informal business type and is automatically created when a person starts doing business under their own name. While this structure is easy to create and inexpensive to maintain, it offers no legal distinction between the individual and the business — meaning the owner assumes full liability.

Risks of a Sole Proprietorship:

• Unlimited personal liability
• No tax benefits or legal protections
• Difficulty obtaining funding or business credit

We often help clients convert from sole proprietorships to LLCs or corporations to improve their legal protections.

General and Limited Partnerships

Partnerships involve two or more individuals sharing ownership of a business. General partnerships (GPs) allow shared control but expose all partners to full liability. Limited partnerships (LPs) have general and limited partners, allowing for silent investors.

Considerations for Partnerships:

• Need for detailed partnership agreement
• Risk of partner liability for business actions
• Tax simplicity, but fewer legal protections than corporations

LLC vs. S Corp: Key Differences Explained

This is one of the most common comparisons business owners ask about. Both LLCs and S Corps are pass-through entities, but they handle taxes, profits, and ownership differently.Our firm will walk you through both structures, model different tax scenarios, and help you make the most strategic decision for your business’s future.

Ownership Flexibility

LLC:
LLCs offer significant ownership flexibility. They allow an unlimited number of members, and those members can be individuals, corporations, or even other LLCs. This makes them a popular choice for businesses seeking structural versatility.

S Corporation:
S Corporations are more restrictive. They are limited to a maximum of 100 shareholders, and all shareholders must be U.S. citizens or residents. Additionally, S Corps cannot be owned by other corporations or LLCs.

Taxation

LLC:
Members of an LLC typically pay self-employment tax on all profits of the business, regardless of whether the profits are distributed or retained in the company. This can increase the overall tax burden for owner-operators.

S Corporation:
S Corporation shareholders only pay self-employment tax on their salaries. Any additional profits distributed as dividends are not subject to self-employment tax, which can result in tax savings if the business is profitable.

Corporate Formalities

LLC:
LLCs are relatively simple to operate and maintain. They require minimal formalities, such as no mandatory bylaws, board of directors, or annual meeting minutes.

S Corporation:
S Corporations must comply with stricter corporate formalities, including the creation of bylaws, regular board meetings, maintaining minutes, and issuing stock.

Profit Distribution

LLC:
LLCs offer flexible profit distribution. Members can agree to divide profits in any proportion, regardless of each member’s capital contribution or ownership percentage.

S Corporation:
S Corporations must distribute profits strictly based on ownership percentage. For example, if a shareholder owns 30% of the business, they must receive 30% of the profits.

Filing Requirements

LLC:
To form an LLC, you must file Articles of Organization with the state where the business will operate. Additional state-specific requirements may also apply.

S Corporation:
S Corporations must file Articles of Incorporation with the state and also submit IRS Form 2553 to elect S Corporation tax status. This two-step process is essential for gaining S Corp benefits.

What’s Required to Legally Register a Business in New York?

Forming a legal business entity in New York involves more than just choosing a name and printing business cards. You must satisfy state-specific filing and publication requirements, many of which are time-sensitive.

New York Business Formation Checklist

1. Choose a legally available business name that complies with state naming conventions.
2. File formation documents with the New York Department of State (Articles of Organization for LLCs, Articles of Incorporation for corporations).
3. Designate a registered agent for legal service of process.
4. Obtain an Employer Identification Number (EIN) from the IRS for tax and hiring purposes.
5. Publish notice of formation in two newspapers, as required for LLCs in New York.
6. Create internal governance documents, such as operating agreements or corporate bylaws.
7. Apply for local and state licenses, based on your business type and location.

Angiuli & Gentile, LLP handles all of this for you. We prepare and file every document, monitor publication deadlines, and ensure your business is legally compliant and protected from day one.

Common Legal Mistakes to Avoid in Business Formation

Many business owners, in an effort to save money, rely on DIY formation services or templates found online. Unfortunately, these shortcuts often lead to costly legal problems down the road.

Top Mistakes We Help You Avoid

1. Selecting the wrong entity type
2. Using incomplete or incorrect formation documents
3. Failing to properly draft an operating agreement or bylaws
4. Not appointing or maintaining a registered agent
5. Missing deadlines for annual filings or publication requirements
6. Mixing personal and business finances, voiding liability protections

When your business is your livelihood, there’s no room for error. Our legal team ensures your foundation is solid from the start — not something you have to fix later at greater expense.

What Legal Documents Are Needed to Form a Business?

A successful and compliant business formation requires more than just submitting state paperwork. Depending on your entity type, your industry, and your goals, you may need several key documents to operate legally and protect your interests.

Essential Legal Documents Include:

1. Articles of Incorporation or Organization (filed with NY Department of State)
2. Operating Agreement (LLC) or Corporate Bylaws (S/C Corp)
3. EIN (Employer Identification Number) from the IRS
4. Registered Agent Agreement
5. Meeting minutes and resolutions (for corporations)
6. Shareholder agreements or partnership agreements
7. Business licenses and permits based on your industry
8. State-specific publication affidavits (for NY LLCs)

Our attorneys draft all necessary legal documents, customized to your business. We don’t use cookie-cutter forms — we craft tailored, enforceable contracts that reflect your needs and comply with New York law.

How Angiuli & Gentile, LLP Can Help

As a full-service law firm in Staten Island, we offer personalized, start-to-finish legal guidance for new and growing businesses. We don’t just help you form a business — we help you structure it in a way that minimizes risk, supports growth, and keeps you in compliance.

Our Business Formation Services Include:

1. Advising on the best entity structure for your business goals
2. Preparing and filing formation documents with the state
3. Drafting operating agreements, bylaws, and shareholder agreements
4. Ensuring compliance with publication requirements for New York LLCs
5. Acting as your registered agent
6. Providing tax classification guidance and working with your accountant
7. Helping you convert business structures as your company grows
8. Drafting employment agreements, independent contractor agreements, and vendor contracts

We take pride in offering practical, responsive legal advice for entrepreneurs and small business owners who want to do things the right way — from day one.

Frequently Asked Questions

Do I need a lawyer to form an LLC or corporation?

You are not legally required to hire an attorney, but DIY services often result in missing documentation, tax problems, or exposure to liability. A business formation lawyer ensures your entity is correctly formed and compliant with New York state law.

What’s the most affordable legal structure?

A sole proprietorship is the least expensive to start but offers no liability protection. An LLC is typically the most cost-effective structure that balances protection with flexibility, making it ideal for most small businesses.

Can I switch from an LLC to a corporation later?

Yes, and many businesses do. We can help you convert or restructure your entity when your needs change — whether you’re seeking funding, taking on partners, or expanding operations.

What if I already started my business — is it too late to incorporate?

No — it’s never too late. Formalizing your business can provide immediate benefits in liability protection and tax options. We can review your current setup and recommend changes to protect your interests going forward.

Contact Angiuli & Gentile, LLP Today

You’ve worked hard to bring your business vision to life — don’t let legal oversights hold you back. The attorneys at Angiuli & Gentile, LLP are ready to help you choose the right legal structure, file all required documentation, and build a foundation that supports your growth.

Whether you’re just starting out or looking to restructure your existing business, we’re here to guide you every step of the way. Contact Angiuli & Gentile, LLP today to schedule a confidential consultation.