USA – NEW YORK Law and Practice Contributed by: Lindsey E. Haubenreich, Joseph P. Heins, Timothy P. Moriarty and Kimberly R. Nason, Phillips Lytle LLP
ity, the general partner must be solely respon - sible for the management and operation of the partnership business. The limited partners can - not participate in the management or operation of the business. A limited partner who does take part in the con - trol, management or operation of the business of the limited partnership, including signing any documents on behalf of the partnership in its own capacity as a limited partner, risks being exposed to unlimited liability. The Corporate Transparency Act was passed by Congress in 2021 and the law imposes a new beneficial ownership reporting requirement on entities – both newly formed and ones that are currently in existence. The objective of the leg - islation is to make it more difficult for bad actors to shield their identity or facilitate illegal trans - actions through entities which may be opaque to federal governmental authorities in terms of the identity of individuals that own and operate those entities. 5.6 Annual Entity Maintenance and Accounting Compliance New York corporations and limited liability com - panies have biennial statement fees of USD9 each. These fees are subject to change. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time A lease and a license are two common legal arrangements that allow a person, company, or other organization to occupy or use real estate that it does not own.
A lease is a contract between a landlord and a tenant whereby the tenant is given the exclu - sive right to occupy the landlord’s property for an agreed-upon time period. A lease is an inter - est in real property that can be transferred to another, subject to restrictions contained in the lease agreement. A license is an agreement granting a limited use of a property. A license is not an interest in real property. A license is typically terminable by the licensor, not transferable, not exclusive, and may be subject to a right of relocation. 6.2 Types of Commercial Leases Net Leases The tenant pays rent, as well as all or a portion of the operating expenses for the property such as taxes, insurance, maintenance, and utilities. Parties sometimes refer to net leases as single net leases, double net leases or triple net leases. The distinctions are not absolute, but, in a triple net lease, the tenant pays all costs and expens - es with respect to the real property. Gross Leases The landlord provides services and pays the operating expenses for the property, and such expenses are typically factored into the tenant’s rent. In addition, the tenant typically pays esca - lation charges with regard to real property taxes and operating expenses. In Class A office build - ings, the tenant typically pays its proportionate share of taxes and operating expenses over the negotiated base year, but the customary prac - tices vary by location. In retail leases, the tenant typically pays its pro - portionate share of such taxes and expenses from the first dollar.
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