Poughkeepsie Startup Attorneys & Lawyers

Updated June 23, 2020:

What Is a Shell Corporation?

A shell corporation is a company with financial assets but no significant business activity. Shell corporations don't create products, hire employees, or generate revenue. Rather, they store money and engage in financial transactions. Shell corporations can be used for illegal purposes like money laundering or legitimate purposes like storing funds in the early stages of a startup.

Shell corporations may also be known as international business corporations, personal investment companies, phantom firms, mailbox companies, or letter-box corporations.

How Does a Shell Corporation Work?

Shell corporations hide the identities of their owners. They can be set up anonymously, letting businesses and individuals engage in financial dealings without revealing who they are.

Shell corporations

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What Is Legal Entity?

A legal entity refers to a legally standing or lawful partnership. That partnership could be an association, a trust, a proprietorship, a corporation, or an individual. All such entities are legally able to be accountable for activities against the law, enter contracts or agreements, incur and pay back debts, be sued and sue other entities, and assume obligations. While legal entities are able to do many things, a legal entity cannot hold office or vote. 

Legal entities are frequently seen in scenarios and instances where an individual can take a class-action lawsuit against a company or the manufacturer that supplies the products for a company. Another scenario where the term "legal entity" applies is when every member of a band si

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“How should I structure my new business – as an LLC or as an S Corp?”

I get that question from time to time from clients who want to start a new business.

But there are really two separate questions embedded there:

Question 1 (State Law Form): Should I form my company under state laws as a “Limited Liability Company” or as a “Corporation”?

Question 2 (Federal Income Taxation): Should my company elect to be taxed under federal income tax laws as a “Partnership” or as an “S Corporation”? (The concept of “S”-vs.-“C”-Corporation is purely a tax distinction.)

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A nonprofit organization is an entity formed to meet a specific tax-exempt purpose aimed at benefiting the public, a specific group of individuals or the membership of the nonprofit. Nonprofit organizations are prohibited from generating revenue, but instead excess revenues are put back into the operation of the organization – they are not disseminated to owners or investors.

Many of the most familiar nonprofit organizations are 501(c)(3) charitable organizations.

Mission and Tax-Exempt Status

Nonprofits are normally organized around social causes or to serve the public good in ways that government agencies cannot. The mission statements of nonprofits are often tied to specific goals in areas like public welfare, public safety, religion, science, education, art, environmental protection or aid for the less fortunate. A nonprofit may also be created to further non-charitable pursuits

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Rule 701: What is it?

Rule 701 comes from the Securities Act of 1933. It's a federal exemption that frees companies from registering stock option grants and rewards for performance. No forms need to be filed with the SEC, nor do fees have to be paid. But there are conditions and limitations that come with awarding stock options under Rule 701. The Rule has strict mathematical limits that cannot be exceeded. If the value of the equity goes over $5 million, 15 percent of the issuer's total assets, or 15 percent of the outstanding securities in the class in any consecutive 12-month period, special disclosure requirements are triggered.

Rule 701 is only available to private companies; public companies cannot participate. Benefit plans and

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