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socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39182
Experience:  Retired (mostly)
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I want to change 51% of ownership of my NY State C Corp to

Customer Question

I want to change 51% of ownership of my NY State C Corp to my wife (currently i hold 100%) to qualify as a Women/Minority Owned Business and get back some NY City Government work that I lost due to mayor only offering certain sized contracts to M/WBE. My wife is currently employed elsewhere - what do i have to do to show "real and continuing" ownership for her
Submitted: 8 years ago.
Category: Business Law
Expert:  socrateaser replied 8 years ago.

Executive Law Article 15-A, Section 301 defines an M/WBE as:


  1. at least 51% owned and controlled by the minority members and/or women;
  2. the minority and/or women ownership interest, is real, substantial and continuing;
  3. the minority and or women ownership has and exercises the authority to independently control the day-to day business decisions; and
  4. independently owned, operated and authorized to do business in New York State.

Factors 2-3 are discretionary, while 1-4 are statistical. Proving #2 is a matter of overcomng the obvious fact that your business will be only recently converted to women ownership, and that raises the possibility of a sham, greater than would exist with a business that had a woman in command for years -- or at least months.


Proving #3 requires evidence of the woman's day-to-day control. This would be clearly demonstrated by her knowledge ofthe business operations, strategies, goals, etc. Also, routinely signing documents, having required licenses issued in her name, etc.


Hope this helps.


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Customer: replied 8 years ago.
I can not apply for M/WBE status until next year - the ownership has to be in place for at least one year to avoid such a sham - but until i pass that date, what i'm after is exactly what should i be doing to qualify #2 and #3 above, being that my wife will still be employed elsewhere for the forseeable future?
Expert:  socrateaser replied 8 years ago.

For liability reasons, I can't tell you what you "should" do.


However, the law requires that you be able to show that despite her full-time employment, that your wife is also employed by your corporation and regularly and continuously making the operational and/or strategic decisions of the corporation. Emails, letters, faxes, resolutions, board of directors minutes, contracts, etc., with her signature, or referring to her actions, recommendations, instructions, negotiations, etc., may go a long way to show that she is actively and regularly involved in the business.