New York Franchise Forms - Ny Franchise Form
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New York Franchise Forms FAQ New York Franchise Agreement
What is a franchise?
There is a definition of a franchise which has been developed by the Federal Trade Commission. Basically, a franchise involves an owner of a trademark, trade name and/or copyright giving others a license under certain conditions to use these trademarks, trade names or copyrights in providing goods or services to the public. The franchisor is the party who grants the franchise, and the franchisee is the party who receives the franchise.
What is the legal relationship between a franchisor and franchisee?
Technically, the relationship between a franchisor and franchisee is a relationship between two independent contractors. Their rights are determined by the franchise agreement. A franchise then is not a separate business entity, but is a business relationship between two separate business organizations such as a sole proprietorship, a corporation, or a partnership. The relationship between the franchisor and franchisee is controlled by the franchise contract. A corporation, sole proprietorship, or partnership may own the franchise contract or may be the entity entering into the franchise contract.
What laws govern franchises?
There are laws that restrict termination of some franchises. In some states, prior notice of termination is required. Owners of automobile dealership franchises are protected from termination of their dealerships in bad faith. This protection is provided by the Federal Automobile Dealers Franchise Act.
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What are Articles of Incorporation?
Articles of Incorporation are important documents that establish and legally recognize a corporation. They outline vital information about the corporation's purpose, structure, and governance. In New York, these articles need to be filed with the Department of State in order for a corporation to be officially recognized. They typically include details such as the corporation's name, location, registered agent, and the number and type of shares it can issue. By submitting these articles, the corporation becomes a separate legal entity and gains certain rights and responsibilities.
What to Include in Articles of Incorporation
Articles of Incorporation in New York are important legal documents that establish and outline key information about a new corporation. When creating these documents, it is vital to include certain essential details. Firstly, the name of the corporation should be clearly stated, ensuring it complies with New York state requirements. The purpose and activities of the corporation should be explicitly described, specifying its intended business operations. Additionally, the duration of the corporation and the class and number of shares authorized should be included. Other crucial elements to consider are the address and name of the corporation's registered agent, who will receive legal documents on behalf of the corporation, and the names and addresses of the initial directors. By incorporating these important components into the Articles of Incorporation, New York businesses can establish a solid foundation for their legal structure.
1. Full Name of Corporation
The corporation's full name in New York is a combination of words that represents the official title and legal entity of a business operating in the state of New York. This name is chosen by the corporation and typically includes specific words or phrases that describe the nature of its activities or the industry in which it operates. It is important for a corporation to have a full name that accurately reflects its identity and can be legally registered in New York.
2. Principal Place of Business
The Principal Place of Business refers to the main location where a company operates and conducts most of its business activities. In the context of New York, this would be the primary physical address where the company is headquartered and where its main operations, management, and decision-making processes take place. It is like the central hub or home base for the company's day-to-day functions. Being located in New York, a vibrant and bustling city with a thriving business environment, brings various advantages such as access to a diverse talent pool, a robust market, and opportunities for networking and collaboration with other companies and industry leaders.
12. Limitation of Director’s Liability
In New York, there are certain limitations placed on the liability of directors. This means that directors of a company are not personally responsible for all the company's debts and obligations. There are laws in place that protect directors from being held personally liable for the company's financial losses or legal issues that may arise. However, it's important to note that directors can still be held accountable if they engage in fraudulent activities or breach their fiduciary duties. So, while there are limits to a director's liability, they still need to act responsibly and within the boundaries of the law to avoid any personal legal repercussions.
