Business owners and stakeholders in New York City often consider dissolving or restructuring their companies for numerous and complex reasons. Our business law attorneys have extensive experience overseeing and handling both business dissolution as well partnership restructurings and dissolutions.
Our accomplished business dissolution attorneys have a well-earned reputation as candid advisers with broad perspectives who work to help clients resolve the most complex legal and financial challenges of business dissolutions and restructurings. Above all, we will work strategically to protect your interests and your investment. Contact us today to get started.
Business Dissolution in New York City
At Woods Lonergan, when the situation dictates, we provide our clients critical and time-saving advice and guidance on matters such as:
- Business dissolution, emphasizing orderly division and liquidation of assets and minimizing exposure to liabilities in the event of a buyout.
- Business restructuring counsel based on informed industry and market knowledge and ability to navigate applicable bankruptcy, tax, and regulatory issues
We represent limited liability companies (LLCs), privately held corporations, partnerships, and joint ventures involved in disputes arising from control over assets and operations, board of directors’ battles, and work with such entities to transfer or dissolve their business as efficiently and cost-effectively as possible.
Reasons for Business Dissolution in New York
In business dissolution litigation, the grounds for the dissolution of a closely held business vary and may depend on the type of business entity. Common reasons why a business may choose to dissolve include disputes about the direction of the company, competing business philosophies among board members or shareholders, economic changes, death or retirement of a key stakeholder, or completion of its purpose or mission.
Dissolving a Closely Held Corporation
At Woods Lonergan, we have handled hundreds of these types of business disputes. There are two types of corporate dissolutions: voluntary and involuntary. Involuntary dissolution requires court intervention and often arises from shareholder deadlock or other special circumstances.
Shareholder Deadlock
In a proceeding brought by 50 percent of the voting shareholders, the court may dissolve the corporation if any of the following can be demonstrated:
- The directors are so divided about business management decisions that they cannot obtain the votes needed for action;
- The shareholders are so divided that the votes needed to elect the directors cannot be obtained; or
- Internal dissension among two or more factions of shareholders makes dissolution beneficial to all sides or groups.
Special Circumstances
In a minority shareholder action, the court may dissolve the corporation if it finds that:
- Directors have engaged in illegal, fraudulent, or oppressive actions toward the minority shareholders; or
- Corporate assets are being wasted or diverted for non-business purposes by directors or officers.
In a dissolution proceeding brought under special circumstances, other shareholders may elect to purchase the petitioners’ shares with court approval.
Dissolving a Partnership
A partner can ask the court to dissolve a New York partnership if:
- A partner has engaged in conduct that adversely impacts business activities;
- A partner materially breaches the partnership agreement;
- A partner has been declared incompetent in any court proceeding or becomes incapable in any other way of performing his or her duties;
- The business of the partnership can only continue at a loss; or
- Other circumstances make a dissolution equitable.
The best way to protect your interests if you are dissolving a partnership is to work with an experienced business dissolutions lawyer.
Dissolving a Limited Liability Company
A member of an LLC can ask the court to dissolve a company if he or she can demonstrate:
- Management has failed to fulfill its obligations under the operating agreement, or is unable or unwilling to accomplish the stated purpose of the entity; or
- Continuing the entity is not financially feasible.
Dissolving an LLC takes an experienced business lawyer to protect you from future liabilities arising from creditors’ claims and the sale or transfer of assets.
Why Choose Woods Lonergan PLLC for Business Dissolution?
Our business and commercial practice distinguishes itself from other firms in the following ways:
- Trial Expertise Our firm has a team of seasoned litigators who regularly handle business litigation matters against many of the largest and most prestigious firm in New York.
- Breadth of Experience Our business dissolution attorneys with over 25 years of experience, collaborate with our bankruptcy and commercial litigation departments to provide our clients with comprehensive counsel to achieve positive results.
- Cost Effective –No other firm offers more cost-effective representation of clients with business disputes or commercial litigation. As a result of our size and leaner structure, we can provide clients with a more reasonable billing structure.
Woods Lonergan represents corporations, owners, members, partners, shareholders, investors, and creditors on all aspects of business dissolutions and leverages our skills and experience to wind-down or restructure businesses expediently and professionally. Given that dissolving a closely held business may involve founders, partners, or family members of deceased founders or partners, it is crucial to have the informed representation we provide.
Proven Negotiators and Litigators for Dissolving New York Businesses
Whether your situation calls for a skilled negotiator to dissolve your business or an aggressive litigator to defend or advocate for your company, trust Woods Lonergan to protect your interests. Our business dissolution attorneys are well-versed in the financial, tax, and estate planning issues associated with dissolving businesses and partnerships, and will guide you every step of the way. Contact our office today to schedule a consultation.
Woods Lonergan PLLC helps clients with business and partnership dissolution throughout NYC including the boroughs of Manhattan and Brooklyn.