Business Transactions and Contracts in the Capital Region

Every business decision eventually becomes a legal document — the entity you form, the contract you sign, the deal you close, the partner you buy out. Ianniello Anderson, P.C. has been the legal partner behind those documents for Capital Region businesses since 1971. Our [business attorneys](/business-law/) form new ventures, draft and negotiate the contracts that protect daily operations, manage acquisitions and sales, and structure the succession plans that keep ownership transitions clean. With offices in [Clifton Park](/clifton-park/), [Albany](/albany/), Saratoga Springs, and Glens Falls, we are close to where you do business. Call **(518) 371-8888** to start a conversation.

Entity Formation

The structure you choose at the start shapes everything that follows — how you are taxed, how owners share control and profits, what happens when someone leaves, and how exposed you are personally if things go wrong. Our business attorneys help Capital Region founders pick the right entity and stand it up correctly the first time, so you are not paying to fix it later.

We form and advise on:

• Limited Liability Companies (LLCs) — the workhorse structure for most New York small and mid-sized businesses, with liability protection and flexible tax treatment.
• S-Corporations — for owners who want pass-through taxation with payroll-tax efficiency on owner compensation.
• C-Corporations — for ventures planning to raise outside capital, issue multiple classes of equity, or scale toward acquisition.
• General and Limited Partnerships — including LP structures used in real estate and investment ventures.
• Professional Entities (PLLCs and PCs) — required structures for licensed professionals operating in New York.
• Joint Ventures — for collaborations between existing businesses on a defined project or revenue stream.

For LLCs, we handle New York filing requirements end to end: articles of organization, EIN, publication, registered agent setup, and the initial operating agreement. For corporations, we file the certificate of incorporation, issue stock, prepare initial resolutions and bylaws, and make S-election filings where applicable. As of 2026, New York’s primary state filing fees are **$200** to file LLC Articles of Organization, **$125** to file a corporation’s Certificate of Incorporation, and **$50** to file the LLC Certificate of Publication — plus newspaper publication costs that vary by county (modest in most upstate counties, significant in NYC-area counties). The annual NYS LLC filing fee minimum is **$25**, and the corporate Article 9-A minimum franchise tax is also **$25**. We walk you through current numbers and county-specific publication costs before you sign.

Operating Agreements, Bylaws, and Shareholder Agreements

Internal governance documents are where partnerships succeed or fall apart. Most founders sign a template operating agreement at formation and never look at it again — until something forces them to. By then, the document either does the work it was meant to do, or it leaves owners staring at provisions that do not match how the business actually runs.

We draft governance documents that anticipate the real questions owners face: How are major decisions made, and what counts as major? How is owner compensation set, and who can change it? What happens when an owner wants out, dies, divorces, or stops contributing? Can ownership transfer to family or outside buyers, and on what terms? How are disputes resolved without ending the business?

For LLCs, that means operating agreements that go beyond the statutory default — capital contributions, distribution waterfalls, manager versus member-managed structures, transfer restrictions, drag-along and tag-along rights, and dissolution mechanics. For corporations, that means bylaws and shareholder agreements covering board composition, voting thresholds, stock transfer restrictions, and buy-sell provisions. When existing businesses come to us with thin or outdated governance — common when companies have grown past their original structure — we update the agreements to match how the business actually operates today.

Commercial Contracts

Contracts are how a business protects its revenue, its relationships, and its risk exposure. Our attorneys draft, review, and negotiate the agreements that run through day-to-day operations — for clients ranging from first-year companies to established businesses with dozens of recurring contracts in motion.

Recurring engagements include:

• Vendor and supplier agreements — pricing, delivery, warranty, indemnification, and termination terms that protect you when a key supplier underperforms.
• Master service agreements (MSAs) and statements of work — framework agreements for ongoing relationships, with flexibility to add engagements without renegotiating from scratch.
• Independent contractor and consultant agreements — structured so the contractor stays a contractor under New York and federal classification rules, with clear IP assignment and confidentiality.
• Non-disclosure agreements (NDAs) — mutual and one-way NDAs for vendor discussions, M&A diligence, and sensitive employee relationships.
• Non-compete and non-solicitation agreements — drafted to the scope New York courts will actually enforce, not aspirational restrictions that get struck down when they matter.
• Licensing and distribution agreements — for businesses licensing IP in or out, or building distribution across territories.

Whether you need a single contract reviewed before signing or a complete set of templates for recurring use, our team delivers documents you can hand to a counterparty with confidence.

Buying and Selling a Business

Acquisitions and sales are where business law gets real. The wrong structure, a missed liability in due diligence, or a poorly drafted purchase agreement can cost a buyer or seller far more than the legal fees would have. Our attorneys represent both sides of M&A transactions across the Capital Region — small business sales, family transitions, professional practice acquisitions, and mid-market deals.

We handle the full transaction arc:

• Deal structuring — asset purchase versus stock or membership-interest purchase, with tax and liability tradeoffs spelled out so the decision is informed.
• Letters of intent and term sheets — locking in the right deal points without prematurely binding the parties.
• Due diligence — reviewing corporate records, material contracts, leases, IP assignments, employment matters, and litigation history so the buyer knows exactly what they are buying.
• Purchase agreements — asset, stock, and membership interest purchase agreements with representations, warranties, indemnification, and escrow provisions sized to the deal.
• Ancillary documents and closing — bills of sale, assignment and assumption, transition services agreements, funds flow, and post-closing cleanup.

For buyers, we focus on what could go wrong after closing — undisclosed liabilities, key-employee retention, contract assignability. For sellers, we focus on getting out cleanly — limiting post-closing exposure, structuring earn-outs that actually pay, and protecting value built over years of work.

Succession and Exit Planning

The owner who built the business is rarely the owner who will run it forever. Succession is not just a tax question — it is how ownership transitions to the next generation, a partner, a key employee, or an outside buyer without disrupting operations or family.

Our attorneys structure succession plans around the actual goal: keep the business in the family, transition to a partner or employee, prepare for an outside sale, or some combination. Common engagements include buy-sell agreements funded by life insurance, gifting and sale strategies that move equity over time, voting trusts that separate ownership from control, and coordinated business and personal estate planning.

Because succession sits at the intersection of business law and estate planning, we work alongside our [estate planning, trusts, and wills](/personal/estate-planning-trusts-and-wills/) attorneys to align the documents — operating agreement, will, trust, and buy-sell — so they reinforce each other rather than conflict. For owners who also hold [commercial real estate](/real-estate/commercial/), we coordinate the property side of the plan in the same engagement.

Have a Business Decision in Front of You? Start with a Conversation.

Whether you are forming an entity next week, reviewing a contract that came in this morning, weighing an acquisition six months out, or starting to think about how you eventually step away — the right time to talk to a business attorney is before you sign. We will give you straight answers about your options, the tradeoffs, and what each path actually costs.

Call **(518) 371-8888** to speak with our business team, or fill out the form on our [contact us](/contact-us/) page and a member of our team will be in touch within one business day — often sooner. You can also learn about our [business litigation](/business/general-litigation/) practice, meet our [attorneys](/our-attorneys/), or explore the full [business law](/business-law/) overview.