Unhand Piermont!: Frank Decarlo

Showing posts with label Frank Decarlo. Show all posts

Monday, August 26, 2024

WordPress Joins The Fight.

Sunday, August 11, 2024

When Developers Fail To Qualify.

You will remember the discovery in April of this year that the neighboring State of New Jersey had revoked “Piermont Developers Limited Liability Company” - for reason of that LLC’s failure to file its annual reports for over a seven-year period from 2017 to 2024:
https://unhandpiermont.blogspot.com/2024/04/piermont-developers-llc-does-not-even.html

That discovery of course made “Piermont Developers Limited Liability Company” scramble to put in its back filings, thereby identifying “new” LLC owner Frank DeCarlo, on paper, in the process:
https://unhandpiermont.blogspot.com/2024/05/frank-decarlo-and-craig-weis-purge.html

“Piermont Developers Limited Liability Company” even appears to have made up for some back tax payments in Orangetown’s “Delinquency Tracking System”:
https://unhandpiermont.blogspot.com/2024/05/the-tax-delinquency-tracking-system-and.html

Yet it appears that “Piermont Developers Limited Liability Company” missed something else. Something else important.

You see, New York State law considers non-New York LLCs to be “foreign” LLCs. In other words, for New York purposes, a New Jersey LLC is a “foreign” LLC - even if you can yell at it from your Town of Orangetown backyard across the state line.

Here is the New York statute on point – Section 802 of the New York LLC law:

More importantly, New York State law requires that a foreign LLC seeking to do business in New York, register with New York State by filing an “Application for Authority”. It’s really a tax thing:
https://dos.ny.gov/application-authority-foreign-limited-liability-companies

Here is what a New York “Application for Authority” is supposed to look like:

A foreign LLC’s failure to file an Application for Authority in New York State, means that the foreign LLC has no authority to do business in New York State until that default is cured.

Moreover, a foreign LLC that fails to file an Application for Authority and then does business in New York State, may well find itself with a tax problem with the New York State Tax Commission – otherwise known as the “New York State Department of Taxation and Finance”. You see, New York State really likes to get paid taxes by entities that transact business in the State of New York.

In order to successfully file its “Application for Authority” with New York State, the foreign LLC must first obtain the written consent of the New York State Tax Commission. That usually requires the foreign LLC to make or show tax filings to the New York State Tax Commission, going back to the first date upon which the foreign LLC did business in New York State. You see, New York State really likes to get paid taxes retroactively, when it is discovered that a foreign LLC may have skirted the requirement to pay New York State taxes for one or more years.

Even if the foreign LLC has drawn-in no income from its New York activities yet, the foreign LLC is still required to show papers to the New York State Tax Commission and obtain a written Tax Commission Consent. It can turn out to be an arduous and multi-step process which lawyers and clients alike would often prefer to avoid. But the process is not optional, discretionary with the LLC, or in any sense hortatory otherwise. It is mandatory. Compulsory.

All that said, if your Internet browser allows you, have a careful look at the searchable database on the New York State Department of State (NYSDOS) Internet website:
https://dos.ny.gov/corporation-and-business-entity-search-database
https://apps.dos.ny.gov/publicInquiry/

If the above links give you any trouble, you may need to use “Microsoft Edge” and not “Chrome”. In any event, the search-screen should look like this:

Recently, I searched “Piermont Developers” in this database as both an entity name and a trade name. No reference to “Piermont Developers” came up:

Sure, there were plenty of other "Piermont" references in the database. Yet none were “Piermont Developers Limited Liability Company”:

According to my contact at NYSDOS, if the foreign LLC does not show up in that NYSDOS Internet database, then that foreign LLC never filed an Application for Authority with New York State. Of course, if anyone has any documentation proving otherwise, then my fax machine is (212) 410-2380, it has paper in it, and it is ready to receive. Just be careful. Here is the NYSDOS response back to me when NYSDOS itself searched its own records for “Piermont Developers Limited Liability Company”:

Do not be surprised if someone acting on behalf of “Piermont Developers Limited Liability Company” now asserts that the LLC purposefully didn’t file their Application for Authority with New York State yet, because their project at 447-477 Piermont Avenue has yet to be fully approved by the Village of Piermont yet, construction has not yet commenced, and therefore the LLC has yet to commence conducting business in New York State.

Of course, such an argument would be specious.

First of all, we know that Piermont Developers Limited Liability Company has been doing business in New York State since the April 2024-filed litigation in New City naming the LLC as a party-defendant:
https://unhandpiermont.blogspot.com/2024/04/newsflash-piermont-new-york-residents.html

We can go even farther back than that, though. Phil Griffin of Piermont clearly acknowledged in writing that “Piermont Developers” was doing business in New York State as of 2023:
https://unhandpiermont.blogspot.com/2024/04/here-it-is-piermont-landing-poa-and.html

And wait a minute. You know as well as I do that “Piermont Developers Limited Liability Company” was doing business in New York State as early as November 9, 2021, when this Zoning Petition was filed through its New York counsel Zarin & Steinmetz:
https://cms9files1.revize.com/piermont/document_center/Department/Planning%20&%20Zoning%20Board/Planning%20Board/Plan_Board_Documents/2022/5-9-22/Piermont%20Developers%20LLC%20Package.pdf

Come to think of it, “Piermont Developers Limited Liability Company” was doing business in New York when the Zarin & Steinmetz law firm was retained on this project to begin with - and I think it is fair to say that Zarin & Steinmetz likely did not take on the representation pro bono. A letter of engagement or a retainer agreement would have been required to have been exchanged between lawyer and client, likely prior to November 9, 2021.

Oh - wait another minute. Come to think of it, both Piermont’s Phil Griffin and Craig R. Weis Esq. acknowledged in signed writing that “Piermont Developers Limited Liability Company” was doing business in New York State as early as 2019. In the case of Craig Weis, Craig represented the LLC at the time, meaning that this below-linked document serves as a client admission to that fact:
https://unhandpiermont.blogspot.com/2024/04/phil-craig-buddies.html

That’s roughly five years ago. That's right. “Piermont Developers Limited Liability Company” has done business in New York State for at least five years.

The thing is, to qualify to do business in New York State, “Piermont Developers Limited Liability Company” will need to file an “Application for Authority” in New York State. This in turn means that “Piermont Developers Limited Liability Company” will need to admit in writing to the New York State Tax Commission that the LLC has been doing business in New York State since at least 2019 - in order to obtain the Tax Commission Consent which is the prerequisite for that Application for Authority filing. As I read it, that's yet another confession of a multi-year default - like this one:
https://unhandpiermont.blogspot.com/2024/04/piermont-developers-llc-does-not-even.html
https://unhandpiermont.blogspot.com/2024/05/frank-decarlo-and-craig-weis-purge.html
. . . but worse.

You are probably wondering how and why Piermont Mayor Bruce Tucker and his merry band of pranksters in Piermont Village "government" could have possibly missed the fact that “Piermont Developers Limited Liability Company” is not qualified to do business in New York State. After all, the Zoning Petition dates back to 2021. Are they inept? Corrupted?

Try both.

And I will again leave it to you, the reader, to answer the question of what we call any high-priced representative of “Piermont Developers Limited Liability Company” who files papers and makes arguments on behalf of that LLC before any village hall or in any New York proceeding - also apparently without even bothering to check whether “Piermont Developers Limited Liability Company” ever filed an Application for Authority in New York State, much less ever clearing the path for the filing of the Application for Authority with the New York State Tax Commission.

As for Frankie DeCarlo? Have pity on him and fuggedaboudit. He was a little tied up in Jersey.

Friday, August 9, 2024

The Piermont Master Blog Index By Subject-Matter.