Legal Question in Business Law in New York

Business Information Needed

I have created a website. After learning about WHOIS register I feel uncomfortable that my personal info is floating in a database where anybody can see it, I would like to create a corporation to protect myself but do not understand a few things.

1. Do I pay taxes even though I will not sell anything?

2. Are corporations only for operating a business?

3. Will I need a tax employer number or business certificate?

My main concern is my personal information, I understand that a corporation is a entity independent from myself. I do not want to pay an extreme amount of taxes yearly (est. over $1,000) for a non-business corporation. In the future I wish to operate my own business therefore I would like to register a corporation now before the name is taken.

Thank You for your services.

P. S. I did not know where to place this question, I guess business since it involves corporations. Any advice would be gladly appreciated.

Corporation Inquiry, Help needed


Asked on 9/10/05, 7:37 pm

3 Answers from Attorneys

Meyer Silber The Silber Law Firm, LLC

Re: Business Information Needed

WHOIS may agree to shield your identity. In NY, registering a corporate entity will not require that you release much (any) confidential information.

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Answered on 9/12/05, 9:40 am
John Friedman Law Office of John K. Friedman

Re: Business Information Needed

Corporations are forms for doing business whether for profit (a traditional company) or otherwise (not-for-profit company). But, there are other organizational forms -- such as LLCs, and unincorporated associations, etc. -- that you might like to learn about. Understand, that at some point some amount of personally identifying information will be available publicly whether via WHOIS or the filings necessary with your state or local government (or both, depending on the jurisdiction). In terms of taxes, a basic guideline is about $500 or so with a lot of caveats that are too extensive to go in to here. The question of an EIN - Employer Identification Number from the IRS -- that is a function of the form and sometimes the number of equity holders it has, etc. So it's hard to say without further details and a bunch of decisions on your part.

Check some entrepreneur-business publications, Inc., Smart Company, etc., to learn about the forms and some of their differences in simple terms. Then, discuss it with professionals -- an attorney, your accountant -- and make your choice.

Please note -- this is not legal advice, just commentary. If you'd like to discuss this further, please feel free to get in touch.

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Answered on 9/11/05, 3:02 pm
William Frenkel Frenkel Sukhman LLP

Re: Business Information Needed

1. Depending on the entity and the jurisdiction chosen, there may be some minimum corporate (franchise) taxes annually regardless of the company's income but they are likely to be small -- few hundred dollars.

2. Corporations and other business entities are for conducting business but this term is typically interpreted broadly. Operation of a website, for example, is a form of business, whether you make money from it or not. If you intend to derive profit, i.e. the activity is not strictly a hobby, it is business. This may sometimes cause issues with the tax authorities but usually the argument is over tax deductions.

3. EIN or federal tax id number may or may not be needed depending on the type of entity you form and whether you employ anyone.

Generally, there are some states (Delaware and Nevada are worth checking out) that would only make a small amount of personal information of the company's owner/manager public, complete anonymity is difficult to achieve without using nominees, which is not a common practice in the U.S.

In any event, you would start by selecting and clearing a company name in the state of your choice, forming the entity (for inactive companies business licenses are not likely needed) through a corporate service company, attorney or yourself, obtaining a tax id (if necessary) and opening a bank account. Once the company is formed, you must take care to conduct business through the company and not commingle assets, liabilities, income and expenses and to observe corporate formalities (even in a one-man company) such as resolutions, annual reports, necessary filings with the state authorities, etc. Otherwise, for legal purposes your company may be disregarded and in some circumstances even involuntarily dissolved. This is something that any accountant and business attorney can assist you with.

The above reply is in the nature of general information, is not legal advice and should not be relied on as such.

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Answered on 9/11/05, 10:40 pm


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