Flat-fee ongoing corporate governance work for NY and Delaware entities — annual filings, board and member meetings, governance document updates, member and shareholder disputes, entity restructuring, and the day-to-day legal infrastructure that keeps businesses operating predictably.
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Most ongoing business legal needs aren't formation, M&A, or contracts. They're the recurring governance work that keeps an entity in good standing — annual filings, biennial statements, franchise tax compliance, member or shareholder meetings (where required by the operating agreement or bylaws), board resolutions, governance document updates as the business evolves, and the inevitable disputes that come up between owners. This work is unglamorous but essential. Businesses that handle it carefully avoid the surprises that come with administrative dissolution, the chaos that comes with poorly-documented decisions, and the disputes that come from misalignment between what the operating agreement says and what the owners actually do.
The specific governance needs vary by entity type and business stage. Newly-formed LLCs often need minimal governance work in year one — the operating agreement governs the relationship, and meetings or formal votes are only required for major decisions. Growing businesses with more owners, more complex operations, and more capital activity need more governance — annual member meetings to ratify decisions, formal votes for transactions outside ordinary operations, and updated governance documents as the business changes. Established businesses with multiple generations of owners, accumulated history, and unresolved governance gaps often need substantial cleanup before they can operate predictably going forward.
The most common governance failures we see: businesses operating without formally documenting major decisions (creating ambiguity that becomes contested later), businesses where the operating agreement doesn't match how the business actually operates (the agreement says one thing, the practice is another, and the misalignment creates risk), businesses missing required state filings (NY's biennial statement is the most commonly missed, leading to administrative concerns), and businesses where ownership has changed informally without proper documentation (creating cap-table problems for later transactions). We address all of these.
NY LLCs file biennial statements (every 2 years) with the Department of State; small fee, but missed filings lead to "past due" status that can complicate future transactions. NY corporations file biennial reports plus annual franchise tax filings. NJ LLCs file annual reports. Delaware LLCs file annual reports plus annual franchise tax. We handle these filings on schedule for ongoing clients, with reminder systems to ensure deadlines aren't missed.
The operating agreement (LLCs) or bylaws (corporations) specifies what meetings are required and what decisions require formal votes. For LLCs without specific meeting requirements, written consent in lieu of meetings is typically used for ordinary decisions and formal meetings are reserved for major decisions. For corporations, annual shareholder meetings are typically required. We draft meeting agendas, prepare resolutions for formal votes, document meeting minutes, and handle written consents for decisions made without meetings.
For corporations and manager-managed LLCs, certain decisions require board resolutions: appointing officers, authorizing major contracts, approving capital transactions, declaring distributions, opening bank accounts (often required by banks for entity authority), and major operational decisions. We draft board resolutions for ongoing clients as decisions arise.
Operating agreements and bylaws should evolve with the business. Common reasons for updates: new members or shareholders being admitted, departing owners being bought out, ownership splits changing, new classes of equity being added, decision-making rights changing, vesting schedules being modified, new business lines being added, or external requirements changing (a lender or investor requiring updates as a condition of financing). We update governance documents to reflect current arrangements and prevent the gap between documented governance and actual practice.
Disputes among owners are a recurring source of governance work. Common patterns: one owner wants to leave but the others don't want to buy them out at the asking price, owners disagree about strategic direction, an owner alleges that another isn't performing their role, distribution timing or amount is contested, an owner wants more authority or transparency than they currently have. We handle these disputes through negotiation in most cases — the operating agreement provides a framework, and negotiated resolutions are typically faster and cheaper than litigation. For disputes that don't resolve through negotiation, we can refer to litigation counsel or coordinate with our litigation referrals.
Businesses sometimes need to restructure — converting from an LLC to a corporation (typical pre-financing for venture-track companies), merging multiple entities, splitting an entity into separate businesses, redomesticating from one state to another (moving the entity's state of formation), or substantially changing the ownership structure. Each of these involves multi-step legal work that we coordinate.
Many businesses operate for years without proper governance and need substantial cleanup at some point — when they're being acquired, when they need outside investment, when an owner wants to leave, or when a dispute surfaces unresolved issues. The cleanup typically involves: reconciling actual ownership with documented ownership, drafting or updating operating agreements to reflect current arrangements, ratifying past decisions that weren't formally documented, addressing missed filings or compliance issues, and structuring forward governance to prevent recurrence. This is one of the more substantive governance engagements but produces a clean foundation for ongoing operations.
Project-based governance work (drafting an updated operating agreement, handling a specific transaction, addressing a specific dispute) prices per project. For businesses with ongoing governance needs, we sometimes structure relationships with predictable monthly or quarterly fees covering the recurring work — annual filings, regular member meetings, drafting resolutions as decisions arise, and minor governance updates as needed. This works particularly well for small businesses that need consistent low-volume legal support without engaging on a per-matter basis.
Cleanup work for businesses with substantial governance gaps prices as a project, scaled to the scope of the cleanup needed. We assess the situation and quote specifically.
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It can be, depending on what's coming next. Operating without formal records is fine while everyone is aligned and nothing unusual happens. It becomes a problem when something does happen — an owner wants to leave, the business is being acquired, a dispute arises, an investor wants to invest, a lender wants documentation. At those moments, businesses without proper records have to reconstruct or formalize after the fact, which is more expensive and creates ambiguity. Adding governance now (proper operating agreement reflecting current ownership, documenting major past decisions, setting up forward governance practices) is dramatically easier than addressing the gaps under pressure later.
Depends on what the operating agreement says and what state law requires. Most NY LLC operating agreements don't require annual meetings — they allow most decisions to be made through written consent. Some operating agreements do require annual meetings; we draft them when the situation calls for it. Default NY law for LLCs doesn't require annual meetings the way it does for corporations. The practical answer: do what your operating agreement requires, and document the major decisions even if formal meetings aren't required.
Multiple steps. The existing operating agreement governs whether new members can be admitted and on what terms (most agreements require unanimous or supermajority vote for new members). The agreement typically specifies the new member's capital contribution, ownership percentage, and rights. The amendment to the operating agreement adding the new member is signed by all members. The new member's interest is documented (typically through a membership certificate or similar). State filings are sometimes required. We handle all of these steps as a coordinated engagement.
First step is usually to look at what the operating agreement says about the specific decision — many decisions don't require unanimous consent, so the disagreement may resolve by following the documented decision-making process. Second step (if the agreement doesn't resolve it) is negotiation, sometimes with an outside facilitator. Most owner disputes are resolvable through negotiation when both sides have good legal advice. For disputes that don't resolve, options include buyout of the dissenting member at a documented price, formal mediation, or (rarely) litigation. We work through the options based on the specific situation.
Yes. We file biennial statements for ongoing clients on schedule. The state fee is small ($9 per filing) plus our flat fee. For ongoing-relationship clients, biennial filings are typically included in the broader engagement. For one-time filings, we charge a small flat fee to handle the filing.
Yes. Operating agreement updates are common as businesses grow. The amendment process is governed by the existing agreement (typically requires unanimous or supermajority vote to amend); the practical work involves drafting an amended and restated operating agreement that captures the current arrangement, having all members sign it, and updating any related documents (membership certificates, bank documentation, etc.). We handle these updates as a defined engagement, typically completing in 2-4 weeks.
Project-based pricing for specific matters (drafting a new operating agreement, handling a transaction, addressing a dispute). Ongoing-relationship pricing for businesses with recurring needs (annual filings, regular meetings, ongoing minor governance work) — typically structured as a fixed monthly or quarterly fee. Get a free quote in under an hour by submitting the contact form.
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