Legal Question in Business Law in New York

Website Acquisition / Structure

Hi, I'm interested in setting up a new (private) company that plans to roll-up existing websites.

I have several questions:

1) How should I structure this business (holdco? or LLC)?

2) Would each individual site represent a separate entity within the holdco, or can they all be properties of one company. I don't envision active 'reselling' of sites...more of a buy and hold strategy. I also don't require outside investors.

3) I'm currently based in NYC, but wonder if it's possible to avoid NY State taxes with Nevada incorporation. The sites are global, revenue sources global (advertising), Tech ops could be located out of NY, etc. The only employee of the company would be me.

Thanks in advance for your help!


Asked on 8/18/07, 2:24 am

3 Answers from Attorneys

Steven Czik CZIK LAW PLLC

Re: Website Acquisition / Structure

1. The decision whether to go with a Corp or LLC is more of a Tax Related issue you may want to discuss with your accountant. 2. Either way, the websites can all be under the guise of a single entity or can each be an entity on their own, or anything in between. Depends on what you desire to do. 3. It is likely that you will have to file Corporate Documentation in NY even if you incorporate in Nevada, but that may be able to be avoided. Working with start up companies like yours especially internet related companies is our specialty, however, we would need some more information before making a complete and proper determination. You are welcome to contact us for a free consultation.

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Answered on 8/20/07, 12:49 pm
Nancy Delain Delain Law Office, PLLC

Re: Website Acquisition / Structure

1. The answer to whether you should incorporate or form an LLC is based in several considerations, each of which is based in your individual tax and business situation. You need to discuss this question with your attorney (if you don't have a lawyer, I'd be happy to help you out; this can be done via email, snailmail, phone, fax and the internet since I'm not based in NYC; or there are lots of business lawyers in NYC with whom you would be more easily able to meet face-to-face).

2. Either. Look at a company like GE, IBM or 3M. They are each a single corporation that has many divisions that do different things. Whether you can follow suit is all in the formation document....

3. Sorry; Although you are absolutely free to form your business in whichever state you choose, New York State requires that "foreign" businesses (businesses registered outside NYS) that have any business nexus in the state register (for somewhat more than formation fees) and pay the very same taxes as do in-state businesses. Your idea has been tried.

Please call my office if you wish to discuss your matter further.

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Answered on 8/18/07, 11:23 am
Christopher Hoyt The Law Offices of Christopher W. Hoyt

Re: Website Acquisition / Structure

The entity you select will depend on a number of different factors. You can have each web site under one company, however it is not always wise to do so for several reasons. You may very well be deemed to be doing business in New York, although I would need more facts to determine your tax liability and if you would need to register with New York state. Please feel free to contact my office if we can provide any assistance in this matter.

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Answered on 8/18/07, 12:16 pm


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