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Re: [newtech-1] Question on Delaware Corp in NY

From: Ron F.
Sent on: Friday, October 29, 2010 10:12 AM
We advise entrepreneurs to NEVER incorporate in ny: under the ny corporate law, there is personal liability for a startup's stockholders for wages and other comp matters as a matter of law, (effectively piercing the corporate veil as a matter of law), and defeating the principal purpose of incorporating, which is limited liability. Ny and ny alone has this entrepreneur (and angel) unfriendly provision. Delaware is where a tech startup should incorporate, particularly if it plans on raising capital..

Ron Fleming

From: [address removed] <[address removed]>
To: [address removed] <[address removed]>
Sent: Fri Oct 29 09:56:[masked]
Subject: Re: [newtech-1] Question on Delaware Corp in NY

The publishing fee as well as the state franchise fees for foreign entities are more expensive. If your budget it tight you can start with a NY entity and when the time is right transfer it to DE. Delaware has a streamlined process to turn companies into DE companies.

You should note that by not registering as a foreign entity in NY, you in effect expose yourself to personal liability in NY potentaily voiding the limited liability shield that a corporate entity would otherwise provide.

Roman R. Fichman, Esq.
(212) 337 - 9837 Tel
(212) 842 - 5311 Fax
"Nurturing Start-Ups in Silicon Alley"

Start-Ups * Technology, Internet & New Media * IP & Business Law * M & A * Due Diligence * Biz Dev

Disclaimer: No animals were harmed in the making of this post. The information contained herein has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice. You should always consult an attorney admitted to practice in your jurisdiction for specific advice.

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