Frequently Asked Questions
General / Getting Started
Q: How do I schedule a consultation with Cea Legal, P.C.? A: You can request a consultation by phone at (212) 847-5007 or through the contact form on our website. A member of our team will follow up to confirm a time and identify which attorney is best suited to your matter.
Q: What should I expect from an initial consultation? A: The initial meeting is primarily a fact-finding conversation: we discuss your goals, timeline, and the specifics of your situation, and outline the legal options available to you. You should leave with a general sense of next steps, though a full engagement and scope of work are typically confirmed afterward.
Q: How does the firm bill for its services? A: Billing arrangements vary by matter and may include hourly rates, flat fees for defined transactions, or other structures agreed upon in advance. Fee arrangements are always set out in a written engagement letter before work begins.
Q: Does Cea Legal, P.C. represent clients outside of New York? A: Our core practice is based in New York and centered on New York law, but we regularly advise clients located elsewhere in the U.S. and abroad, particularly on cross-border business and real estate matters. Where a matter requires licensure in another jurisdiction, we work with local counsel as needed.
Real Estate
Q: What are the basic steps involved in buying property in New York City? A: A typical purchase involves an accepted offer, execution of a contract of sale (often after attorney review), a due diligence and financing period, and then closing, at which title transfers and funds are disbursed. Timelines vary significantly depending on whether the property is a condo, co-op, or private house.
Q: What is the difference between a co-op and a condo? A: In a condo purchase, you buy real property directly and receive a deed. In a co-op, you buy shares in a corporation that owns the building, along with a proprietary lease giving you the right to occupy a unit — which is why co-ops typically involve board approval and additional financial disclosure that condos do not require.
Q: What happens at a real estate closing in NYC? A: At closing, the parties execute final transfer documents, the buyer’s funds (and any lender’s funds) are disbursed, and — for a condo or house — the deed is delivered and later recorded. For a co-op, the transaction instead involves transfer of stock and the proprietary lease, subject to the building’s own closing procedures.
Q: Do I need an attorney to buy or sell real estate in New York? A: New York is one of a small number of states where attorney involvement in residential real estate transactions is standard practice, and in many cases effectively necessary given local contract customs and closing procedures. Having counsel review the contract before signing is strongly advisable, since New York contracts of sale are generally binding once signed.
Q: What is FIRPTA, and does it apply to me if I am a foreign seller of U.S. property? A: Yes — compliance with the Foreign Investment in Real Property Tax Act (FIRPTA) is generally mandatory when a foreign person sells U.S. real property, and it typically requires the buyer to withhold a portion of the sale proceeds for the IRS. The applicable withholding rate and available exemptions depend on the transaction’s specifics], so early planning with counsel and a tax advisor is important.
Corporate & Business Law
Q: What are the basic steps to forming a business entity? A: Formation generally involves choosing an entity type (such as an LLC or corporation), filing formation documents with the state, adopting governing documents (an operating agreement or bylaws), and obtaining an EIN from the IRS. Additional steps — licenses, permits, or investor documentation — depend on the nature of the business.
Q: Should I incorporate in New York or Delaware? A: Delaware is often chosen for its well-developed corporate case law and investor familiarity, particularly for companies planning to raise venture capital, while New York incorporation can simplify compliance for businesses operating solely in-state. The right choice depends on where you operate, your fundraising plans, and your long-term structure, and is worth discussing before filing.
Q: What is the difference between an LLC and a corporation? A: An LLC generally offers more flexible management and pass-through taxation by default, while a corporation has a more formal governance structure (board, officers, shareholders) and is often preferred by outside investors. The best structure depends on your tax situation, growth plans, and whether you intend to raise institutional capital.
Q: Can a corporation issue a large number of shares, and does that affect franchise tax? A: Yes, issuing a large number of authorized shares is generally permissible. However, in states like Delaware, franchise tax can be calculated based on the number of authorized shares, so companies should consider franchise tax exposure — and available alternative calculation methods — when setting their authorized share count.
Q: What should a founder look for in a shareholder or operating agreement? A: Key provisions typically include how ownership can be transferred, how major decisions are approved, what happens if a founder leaves, and how disputes are resolved. These agreements are easiest to negotiate fairly before a disagreement arises, which is why we recommend putting one in place at formation rather than waiting.
Crypto & Blockchain
Q: Does Cea Legal, P.C. advise on cryptocurrency and blockchain matters? A: Yes, our practice includes advising businesses and founders on legal issues arising from digital assets, blockchain-based projects, and related regulatory questions. This work often overlaps with corporate structuring, securities analysis, and compliance planning.
Q: Are digital tokens regulated as securities? A: Whether a particular digital token is treated as a security depends on its specific facts and structure, evaluated under existing securities law frameworks. This is a fact-intensive, evolving area, and any specific token or offering should be reviewed individually rather than assumed to fall into a general category.
Q: What should a crypto startup consider when it comes to compliance? A: Common considerations include how tokens or interests in the project are offered and to whom, anti-money-laundering obligations, and any licensing requirements that may apply depending on the activity involved. Because this regulatory landscape continues to develop, compliance planning should be revisited regularly rather than treated as a one-time task.
Trusts and Estates
Q: What is the difference between a will and a trust? A: A will directs how your assets are distributed after death and generally must pass through probate, a court-supervised process. A trust can transfer assets outside of probate, may offer more privacy and control over timing, and can be structured to take effect during your lifetime or after death, depending on your goals.
Q: Do I need an estate plan if I don’t have significant assets? A: Yes — an estate plan addresses more than asset distribution; it can also designate who makes financial or medical decisions on your behalf if you become incapacitated, and who cares for minor children. These provisions are relevant regardless of the size of your estate.
Q: What happens if I die without a will in New York? A: If you die without a will, New York’s intestacy laws determine how your assets are distributed, following a fixed statutory order among relatives that may not reflect your actual wishes. Having a will in place ensures your assets and, where relevant, guardianship decisions are handled according to your own intentions rather than a default statutory formula.