Legal Question in Business Law in New York

Re: Incorporation

No, so long as what is filed lists the two of you as shareholders in the proper percentages you had agreed upon.

Re: Incorporation

Generally, no. However, the incorporator typically names who initially serves on the board of the directors who then appoint officers of the corporation. This obviously impacts your control of the corporation so you need to get involved in the process early on. Make sure that the agreed ownership stake (number of shares) is issued to you and that you also get to name a director on the board (could be yourself) if you agreed on this with your partner (generally a person with a significant stock ownership negotiates this in advance). Demand to see the Organizational Consent of the Board of Directors, Bylaws and Certificate of Incorporation and get a business attorney to review them to protect your rights. And to address the issue you raised with respect to dispute resolution, get a shareholders agreement drafted to protect you in the case of a dispute.

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

Re: Incorporation

Assuming your partner doesn't do something completely against your interests, the answer to your question is no. In fact it makes him personally liable for company debts if he messes up the filing and in other possible scenarios. Assuming you have a good reason for filing as a corp instead of an LLC, you will have to follow the formal corp. procedures and who has what title/responsibilities and how many shares will decide the power balance.