Choosing the Right Entity

LLC, LP, or Corporation — What's Right for Your New York Business?

Choosing the right entity is one of the most important decisions any business owner or real estate investor makes. In New York, the options and their implications are significant — and the wrong choice can mean unnecessary taxes, limited flexibility, or personal liability exposure.

Our attorneys analyze your specific goals, tax situation, investor requirements, and long-term plans to recommend the optimal structure for your New York business or real estate investment.

Our Approach

Strategic, Cost-Efficient Business Formation Counsel

At Peraino Malinowski LLP, our approach to business formation and structuring is rooted in understanding the unique needs, goals, and competitive context of each client's business. We don't apply one-size-fits-all solutions — we tailor every structure to your specific objectives.

We recognize that each business transaction is unique and that legal costs matter. Our NYC business formation attorneys work efficiently and transparently — delivering sophisticated legal counsel without unnecessary complexity or cost. Whether you are a first-time entrepreneur or an experienced developer managing a growing portfolio, we provide the legal insight to position your business for success.

Located at 152 Madison Avenue, New York, NY 10016, we serve business formation clients throughout Manhattan, Brooklyn, Queens, the Bronx, and Staten Island. Call (646) 360-4358 to speak with a New York business formation attorney today.

LLC Formation in New York — The Publication Requirement

New York is one of only two states with a LLC publication requirement — requiring new LLCs to publish a notice of formation in two newspapers in the county where the LLC is located for six consecutive weeks, then file an Affidavit of Publication with the Department of State. In Manhattan, this requirement can cost thousands of dollars. Our attorneys handle the entire New York LLC formation process — including Articles of Organization, the publication requirement, and a comprehensive operating agreement — ensuring your entity is properly formed and fully compliant from day one.

Real Estate Joint Venture Structuring

Real estate joint ventures in New York City typically involve a developer or operating partner and one or more equity investors collaborating on a specific project. The joint venture agreement or operating agreement is the governing document — and its terms on capital contributions, profit waterfalls, preferred returns, decision-making authority, management fees, and exit rights will define the entire relationship. Peraino Malinowski LLP drafts and negotiates NYC real estate joint venture agreements that protect both developer and investor interests throughout the project lifecycle.

Operating Agreement Drafting & Negotiation

A comprehensive New York LLC operating agreement is the most important document for any multi-member LLC. Our attorneys draft operating agreements that address membership interests, capital contributions and calls, management structure, voting thresholds for major decisions, profit and loss allocations, distribution waterfalls, transfer restrictions, buy-sell provisions, deadlock resolution, and dissolution procedures — tailored to your specific business and investor relationships.

Real Estate Investment & Holding Structures

Sophisticated real estate investors in New York City use multi-tier holding structures to protect assets, facilitate financing, manage liability, and optimize tax efficiency. Peraino Malinowski LLP advises on the formation and structuring of single-asset LLCs, portfolio holding companies, umbrella partnerships, Delaware statutory trusts (DSTs), and other investment vehicles used in New York City real estate — coordinating with tax counsel to ensure structures achieve their intended goals.

Corporate Governance for New York Businesses

Strong corporate governance prevents disputes, attracts investors, and positions businesses for growth. Our attorneys advise on board composition, officer authority, consent procedures, meeting requirements, record-keeping obligations, fiduciary duties, and governance best practices under the New York Business Corporation Law and New York Limited Liability Company Law. We also draft stockholder agreements, voting agreements, and management agreements that define the rules of the road for your business.

Business Restructuring & Growth Planning

As businesses grow, their legal structures often need to evolve. Our NYC business restructuring attorneys advise on entity conversions (e.g., converting a partnership to an LLC), formation of holding companies over existing operating businesses, admission of new equity partners or institutional investors, recapitalizations, and succession planning — ensuring your structure supports your business at every stage of growth.