Do I Need a Business Lawyer If I Already Have an Accountant?

A good accountant is one of the most valuable advisors a business owner can have. But accountants and lawyers are trained for different work and licensed to do different things. Relying on one to cover both usually leaves a gap, and that gap tends to show up at the worst time: when a partner leaves, a customer sues, or a buyer’s lawyer starts asking questions.

Different Jobs, Different Training

Your CPA works with the numbers: bookkeeping systems, tax returns, payroll filings, financial statements, and tax planning. Your lawyer works with rights and obligations: who owns the company, what your contracts require, how an owner can exit, and what you can do when someone breaks a deal. Both advisors look ahead, but they are watching for different risks.

Where the Roles Overlap: Entity Choice and Taxes

The two meet most often at formation and at tax elections. Choosing between an LLC, an S corporation, and a C corporation is both a tax question and a legal one. An S corporation election may lower self-employment tax, but it brings rules about who can own shares and how profits are distributed. New York’s pass-through entity tax (PTET) election is made each year and should line up with the distribution terms in your operating agreement. The best results come when your CPA runs the numbers and your lawyer drafts documents that match them.

What Only a Lawyer Can Do

Only a licensed attorney can give your business legal advice, prepare legal documents on its behalf, and represent the company in court. In practice that includes:

• Forming the entity and drafting an operating agreement or shareholder agreement that reflects the owners’ actual deal
• Drafting and negotiating contracts with customers, vendors, landlords, and employees
• Protecting trademarks, copyrights, and trade secrets
• Responding to demand letters, government inquiries, and lawsuits

Privilege: Why It Matters Who You Ask

Conversations with your lawyer for the purpose of getting legal advice are generally protected by the attorney-client privilege, which means they usually cannot be forced into evidence. Conversations with your accountant usually are not. Federal law does give a limited privilege for tax advice from federally authorized tax practitioners (26 U.S.C. § 7525), but it is narrow: it applies only in certain civil federal tax matters and not in criminal cases. If you are discussing a partner dispute, a threatened lawsuit, or anything you would not want read aloud in a courtroom, talk to your lawyer first.

Forming Outside Albany: Warren County and the Capital Region

The same rules apply whether you form in Albany, Saratoga Springs, or Glens Falls. A New York LLC must publish notice of its formation within 120 days in two newspapers designated by the county clerk of the county where its office is located, once a week for six consecutive weeks, and then file a certificate of publication with the Department of State (LLC Law § 206). For a Glens Falls company, that means the papers Warren County designates. Missing the deadline suspends the LLC’s authority to carry on business in New York until it complies, a problem that often surfaces during a loan, sale, or lawsuit.

How Seraj Law Works With Your CPA

We are glad to coordinate with your accountant: your CPA models the tax outcome, and we draft the legal documents to match. Learn about our business formation work, read our corporate structuring FAQ, or contact us to set up a joint planning call.