Formation and Registration Delaware Limited Liability Partnership

DELAWARE LIMITED LIABILITY PARTNERSHIP

$699.95
(INCLUDES DELAWARE STATE FILING FEE FOR CERTIFICATE OF LIMITED PARTNERSHIP AND STATEMENT OF QUALIFICATION FOR TWO PARTNERS ($200 PER PARTNER DELAWARE STATE FEES, TWO PARTNER MINIMUM); ADDITIONAL PARTNERS ARE $225 PER PARTNER ($200 FILING FEE AND $25 DOCUMENTATION AND PROCESSING)

THANKS FOR INQUIRING!

Just think - you can form a Limited Liability Partnership
right over the Phone, or Online. It's easy. It's quick.
And you'll save a substantial amount of money.

Listen, we are glad you inquired about our services regarding the formation and registration of a Limited Liability Partnership in the State of Delaware.

REMEMBER:
Included in this fee are the attorney's fee and the State of Delaware filing fee. The works!

OUR GOAL--YOUR Complete Satisfaction and Understanding

Our goal is to provide each of our clients with as much information as possible about starting a Limited Liability Partnership. As you will see as you review the following material, there is a lot of information to digest and consider. Many legal aspects may be complex and confusing. We want you to know we are available to speak with you about any legal aspects of the formation of your Limited Liability Partnership at your convenience either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest you.

A partnership is a syndicate, group, pool, joint venture, or other unincorporated organization of two or more individuals or entities through which any business, financial operation, or venture is carried on, in which the partners share in the profits and the losses. The partnership is an entity separate from its partners.

There are different types of partnerships:

Limited Liability Limited Partnerships are also known as Registered Limited Liability Limited Partnerships. A strong feature of the Limited Liability Partnership is that obligations of the limited liability partnership, whether arising in contract, tort, or otherwise, are solely partnership obligations so that none of the partners are personally liable. The only reason for the use of the mere limited partnership form, rather than limited liability partnership, is when a limited partnership is required by lenders or other creditors. Understandably, because of liability protection, the limited liability partnership form of partnership is preferred over the other types of limited partnerships.

A limited liability partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a limited liability partnership is not subject to direct taxation. Instead, the partners must report and assume liability for their share of the limited liability partnership's gain or loss. Avoiding the entity level tax ensures that income flowing into a limited liability partnership is taxed only once.

In order to process your Limited Liability Partnership, you will need a Limited Liability Partnership Agreement prepared by our Firm or, if you already have a Limited Liability Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed Limited Liability Partnership stating counsel has reviewed the Limited Liability Partnership Agreement and such Agreement is fully compliant with Delaware law and represents the business entity contemplated by the parties.

We will form your Limited Liability Partnership under the personal direction of a qualified attorney who makes certain that all requirements are met.

SPIEGEL & UTRERA, P.A. is your one source for business legal services.

MORE SERVICES FOR YOU.

To save you time and run around, we can get your Federal Tax Identification Number for you and start the paper work for your State Sales Tax Number.

And that's not all.

Want a Tax-saving home office lease? Car lease? Mail Forwarding Service? We'll provide them.

Should you have any questions regarding Limited Liability Partnership Agreements or the Limited Liability Partnership, please do not hesitate to contact any of our offices at the numbers listed below.

Good luck with your business!

Spiegel & Utrera, P.A. Staff

SUCCESS STARTS WITH PLANNING! LET SPIEGEL & UTRERA, P.A. HELP YOU GROW YOUR BUSINESS.

Spiegel & Utrera, P.A. is a full service law firm that can help you solve most of the problems associated with incorporating, before they happen. Here are solutions to most of your incorporating needs.

MORE SERVICES & FEES

General Counsel Club & Registered Agent Service

Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your Limited Liability Partnership and receive an additional one month Bonus - so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get unlimited telephone consultations all year long on all your legal matters, both business and personal, plus our firm will prepare the Notice and Minutes of your Limited Liability Partnership's Annual Meeting of Partners; our firm will comply with all statutes and applicable laws relating to your Limited Liability Partnership's Registered Agent & Registered Office; our firm will review all mandatory State Limited Liability Partnership filing documents as required by the Secretary of State; our firm will act as your Limited Liability Partnership's General Counsel; and you will receive our firm's newsletter, "Entrepreneur's Alert®", which is published six times a year and provides valuable insight into running your business from a legal and business point of view.

Detours and Contradictions
Want more out of your Limited Liability Partnership? Then don't miss Lawrence Spiegel's, 223 page Detours and Contradictions. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. As we'll see... having a marketable idea is only the first step in a lengthy process. Along the way you'll encounter numerous detours and contradictions, risks and rewards. The price of Detours and Contradictions is just $13.50 if you order when forming your Limited Liability Partnership. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your Limited Liability Partnership. Also, as an added bonus, your copy of Detours and Contradictions will be personally autographed by Lawrence J. Spiegel.

Charlie's Entrepreneurial Journey

Building your business, or selecting the type of business to start, is easy when using Charlie's Entrepreneurial Journey as a guide and applying Lawrence J. Spiegel's thirty eight "Principles of Entrepreneurship" to your business. Spiegel's latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. Charlie's journey leads him through topics never discussed in business books but essential to success. Topics include: costs associated with Acquiring a Customer, Urgency to Purchase, Saturation Advertising, Success Leaves Tracks and Repetitive Business. Spiegel's "Principles of Entrepreneurship" cannot be found anywhere else. In fact, no one has ever exposed the business secrets Spiegel discloses. If you are seeking to spark your business you will find an EXPLOSION in this book. Order this book at the time of forming your corporation and you will get Charlie's Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie's Entrepreneurial Journey.
Service Agreement

If your Limited Liability Partnership is a service business, you'll need a Service Agreement.
The bedrock foundation of many service businesses is a customized written agreement entered into with its customers. Many franchises sold for tens of thousands of dollars are business formats revolving around a Service Agreement. The key with a Service Agreement is to make it work as a marketing tool offering the business services in the widest variety of formats to your customers. For example, a one-time use customer needs to be converted to a monthly, quarterly or annual type repeat customer. At Spiegel & Utrera we want to help you get, and keep, your customers while looking professional and at the same time maximizing each sale with a friendly service agreement. A Service Agreement is only $367.95 if ordered at the time of forming your limited liability partnership. We will prepare a draft of your Service Agreement and deliver the draft by fax or email to you for your review. Once you have had an opportunity to review the Service Agreement we will meet over the telephone to discuss the various aspects of the draft Service Agreement. Thereafter, Spiegel & Utrera will make changes to the Service Agreement to finalize it. Once the Service agreement has been finalized and delivered to you, you should take it to your printer to be printed and padded so it will always look professional and non-negotiable.

Delaware Business Registration
Whenever a Limited Liability Partnership is filed in the State of Delaware, the Limited Liability Partnership is required to file a Delaware Business Registration to obtain a Delaware Business License. We can initiate the documentation to register your business for you and deliver it with the Limited Liability Partnership. The cost at the time of incorporating is $100.

Delaware Department of Labor Registration
This is used to withhold Delaware Unemployment Taxes from your Limited Liability Partnership's payroll. Generally, any employer who (a) pays wages of $1,500 or more during any calendar quarter or (b) employ at least one person 20 days during such calendar year, must register and pay unemployment taxes on those wages. If you have any employees on the payroll, including yourself, you will need to register. We can initiate the paperwork for this registration for you and deliver it with the Limited Liability Partnership. The cost at the time of incorporating is only $35.

Delaware New Hire Reporting
Federal law requires all Delaware employers to report basic information about employees, who are newly hired, rehired, or who return to work after a separation from employment. You must submit a report for each newly hired employee. Failure to report new hires within 20 days of their hire date may result in civil penalties. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your Limited Liability Partnership's information, and you may re-use them for each person you employ.

Mail Forwarding Service
If you have not set up your Limited Liability Partnership office or you want your attorney to receive your Limited Liability Partnership mail, you may use any Spiegel & Utrera, P.A. office address as your mailing address. Our mail forwarding service is only $15 per month. There is a six month minimum order. There is also an initial postage deposit of $25, additional postage/shipping, if any, will be billed separately. For our mail forwarding service terms and conditions, click here.

Business Checking, Investment Account and Delayed Debit Gold MasterCard
Let Spiegel & Utrera, P.A. help you set up your new business checking account. In addition to a business checking account, the account also comes with an investment account and a delayed debit Gold MasterCard. Depending upon the day in the billing cycle when a charge is made, your account will continue to earn interest for up to 30 days from the date of purchase or until the balance of the debit card for that period is charged to your account. In addition, with this account you have the ability to make deposits and withdraw funds from over 800 bank locations and other financial institutions in the United States. Multiple delayed debit Gold MasterCard's are available for use by your employees. Internet bill payments are free. No minimum balance is required to maintain your business checking account, however, there may be a minimum opening balance depending upon the features that you select. If you order your business checking, investment account and/or delayed debit Gold MasterCard from Spiegel & Utrera, P.A. at the time of forming your Partnership, the fee is $249.95 to prepare all the necessary documentation and follow up until such time as your business checking, investment account and/or delayed debit Gold MasterCard has been established. If ordered after forming your Partnership, the fee is $449.95.

Federal Tax ID Number
The equivalent of a social security number for an Limited Liability Partnership. You will need it to operate your business and open a bank account for the Limited Liability Partnership. We can obtain this number for you and the advantage of allowing us to get it for your Limited Liability Partnership, is that we will deliver it with your Limited Liability Partnership for only $35, so you may open your bank account immediately. If you are a Foreign National without a United States Taxpayer Identification Number or a United States Social Security Number, the charge for the Federal Tax ID Number is $110.
LIMITED LIABILITY PARTNERSHIP OPTIONS

Limited Liability Partnership Agreement
In order to process your Limited Liability Partnership, you will need a Limited Liability Partnership Agreement prepared by our Firm or, if you already have a Limited Liability Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed Limited Liability Partnership stating counsel has reviewed the Limited Liability Partnership Agreement and such Agreement is fully compliant with Delaware law and represents the business entity contemplated by the parties.

Obviously, this is a very thorough Contract. It is drafted by our attorneys and used by business owners such as yourself. This agreement is very versatile and an absolute necessity for a Limited Liability Partnership with multiple owners. Remember the old adage, "An ounce of prevention is worth a pound of cure." A Limited Liability Partnership Agreement is $449.95 for up to four partners. Additional partners and complex Limited Liability Partnerships require additional charges which are available upon request.

Non-Voting Partnership Interest
Allowing differences in voting rights is particularly advantageous to entrepreneurs who need to attract additional capital, but who also want to retain voting control over their partnership. For example, as a founding partner of the partnership, you may want to have all of the voting partnership interest so as to control its operations, while transferring all of the non-voting partnership interests to others so that they may share in the appreciation value and earnings of the partnership. Seasoned business-owners will instinctually recognize the value of such an agreement. We'll draft a special provision for your Articles of Partnership. This item costs only an additional $74.95 if ordered at the time of formation. In addition, you may want to protect yourself with a Partner Restrictive Agreement.

Partners Restrictive Agreement
We strongly recommend you enter into a Partner Restrictive Agreement. This agreement is entered into by the Partners and the Limited Liability Partnership to enumerate and describe the rights and obligations of the Partners to each other and to the Limited Liability Partnership. More particularly, it affords a right of first refusal where in the event a Partner wants to transfer their partnership interest it requires approval and/or a buyout by the other limited partners.

A draft of this agreement will be prepared as part of our service, so you may review the Agreement, make changes and discuss it with one of our Attorneys. Please bear in mind that this Agreement is customized specifically for your Limited Liability Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $150 if prepared in conjunction with the formation of your Limited Liability Partnership.

Partner Divorce Protection Provisions in the Partners Restrictive Agreement for Limited Liability Partnerships
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the "down side." Of course, our Firm recommends that individuals protect themselves by having business entities as Partners in the Limited Liability Partnership to add an extra layer of limited liability protection, but what happens if a Partner is an individual that gets divorced? Will the Limited Liability Partnership interest remain with the Partner or get awarded to the spouse as part of the divorce settlement? What happens if Partner tries to convey or assign their Limited Liability Partnership interest to a spouse or former spouse to meet their obligations? A carefully drafted provision in the Partners restrictive agreement should afford a right of first refusal when a Partner wants to transfer their Limited Liability Partnership interest by requiring a buyout of the Limited Liability Partnership interest by the other Partners. Such a provision will protect the current Partners from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a Limited Liability Partnership set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Partners, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the Partners Restrictive Agreement require that in the event of the filing of a divorce involving a Partner of the Limited Liability Partnership, a notice is sent to the other Partners offering them a right of first refusal, which allow them to purchase Al Smith's Limited Liability Partnership interest to avoid having Patti Smith as a Partner, especially after a nasty divorce. Furthermore, even if none of the Partners want to buy the Limited Liability Partnership interest at issue, any transfer of Limited Liability Partnership interest would require unanimous consent of the other Partners. Let us draft these special provisions to protect your partnership from divorce for an extra $75 when ordered with the Partners Restrictive Agreement at the time of formation or $150 thereafter.

Limited Liability Partnership Management Agreement
Partners play different roles. On the one hand, a Partner invests money into the Limited Liability Partnership and thus as an owner shares in the profits and is allocated losses. The ownership aspect is described in the Limited Liability Partnership Agreement. On the other hand, as an employee of the Limited Liability Partnership the Partner is managing the day to day operations of the business and is rendering services and is compensated for such services. A Management Agreement sets out the duties and responsibilities of a Partner to the Limited Liability Partnership as a manager. The Management Agreement should be drafted in such a way so that it conforms with the provisions of the Limited Liability Partnership Agreement and, in addition thereto, it will:

The Agreement also covers such topics as compensation, confidentiality, non-compete, check signing, use of Limited Liability Partnership assets and any other topic required by your Limited Liability Partnership. Please bear in mind that this Agreement is customized specifically for you Limited Liability Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $150 if prepared in conjunction with the formation of your Limited Liability Partnership.

Partner Indemnification Agreement and Covenant Not to Sue
We strongly recommend that you include special provisions in your Certificate of Limited Liability Partnership and additional agreements which trigger this important protection requiring the Limited Liability Partnership to indemnify and hold harmless a Partner from any actions they take on behalf of the Limited Liability Partnership and to reimburse a Partner for start up costs. If the a Partner is ever sued for actions taken on behalf of the Limited Liability Partnership, these provisions require that the Limited Liability Partnership be held responsible. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your Limited Liability Partnership.
Lender's Agreement & Promissory Note

Initially a Limited Liability Partnership needs a cash infusion. Additionally, the Limited Liability Partnership may require a continuing advance of funds for some time. It's important to minimize the amount of money a Partner is required to pay for the Limited Liability Partnership in the Limited Liability Partnership because the Partners could be held personally liable by the Limited Liability Partnership and/or the creditors of the Limited Liability Partnership for not contributing all the funds the Partners had initially agreed to contribute to the Limited Liability Partnership. How does the Limited Liability Partnership get the money? After the initial purchase of its Limited Liability Partnership interests, generally, the Limited Liability Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their Limited Liability Partnership interest (not the preferred method as previously stated) or (2) loan money to the Limited Liability Partnership. Lending money to the Limited Liability Partnership is the preferred method to advance money to the Limited Liability Partnership because the lender is seen as a creditor of the Limited Liability Partnership. The lending of money to the Limited Liability Partnership is accomplished with a Lender's Agreement and a Promissory Note. Both of these instruments together provide for an initial amount of a loan to the Limited Liability Partnership and also provide for future advances of money the lender might make to the Limited Liability Partnership. In the event of failure of the business, the loan will be fully tax deductible by the lender as a bad debt. The fee for the Lender's Agreement and Promissory Note, if ordered at the time of the formation of your Limited Liability Partnership, is only $75.

Security Agreement for Limited Liability Partnership
Once you have decided to use the Spiegel & Utrera, P.A., Lenders Agreement and Promissory Note, the next step is to collateralize the personal property assets of the Limited Liability Partnership in favor of you, the lender, with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A., Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of forming your Limited Liability Partnership, is an additional $75.

Perfecting the Lien Created by the Security Agreement - Uniform Commercial Code
Liens against personal property are perfected differently than liens on real property. The use of the phrase "personal property" does not mean property owned personally by the owner of a business. Instead, the term refers to all property used inside or outside of a business (with the exception of real property) including equipment, furniture, inventory, etc. To perfect a lien against personal property used in a business, strict adherence must be followed pursuant to the Uniform Commercial Code, documentation must be created, executed and filed with the appropriate government agencies. Once recorded, the Uniform Commercial Code makes a lien valid and serves as notice that the lien exists. Usually, the first recorded lien takes priority. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note and the Spiegel & Utrera, P.A. Security Agreement, the documentation required to perfect the lien under the Uniform Commercial Code is $75, if ordered at the time of forming your Limited Liability Partnership.

LEASE/AGREEMENT CONSULTATIONS

Avoid costly mistakes, always, always, always have any type of Contract/Lease or otherwise legally binding agreement reviewed by an Attorney BEFORE you sign it. We offer Consultations at our Los Angeles office and over the phone for $100. per half hour or a fraction thereof. For your convenience, you can fax us the documents that need to be reviewed and the attorney can advise you over the phone. Some of the topics you may wish to discuss include:

Real Estate Purchase Reviews: Review of purchase/sale agreements associated with the purchase of real property.
Business Purchase Review: Review of purchase/sale agreements associated with the purchase or sale of a business.
Commercial Lease Reviews: (including Business Spaces such as: Offices, Stores, Warehouses, and Commercial Lofts)

Our staff has many years of experience representing Tenants. Having your lease reviewed BEFORE you sign on the dotted line can save you thousands of dollars.

Home Office Lease
Agreement detailing the leasing of office space by a homeowner or tenant with a Limited Liability Partnership for use as the Limited Liability Partnership's principal place of business. The typical tax savings under this agreement can exceed $1,200 per year. The Home Office Lease is only $150 when ordered with your Limited Liability Partnership, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable from year to year at no additional charge.

Motor Vehicle Lease
If you use your vehicle for business purposes, it is usually much more advantageous to keep the vehicle in your name and lease the vehicle to the Limited Liability Partnership. The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that its automatically renewable from year to year at no additional charge. We can prepare the lease for only $150 when ordered with formation of your Limited Liability Partnership.

Office Equipment Lease
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the Limited Liability Partnership, you create a legitimate business expense for the Limited Liability Partnership and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that it's automatically renewable from year to year without additional charge. The cost for an Office Equipment Lease is only $150, when ordered with the formation of your Limited Liability Partnership.

Employee Benefits and Policies
If you are using employees in your business, it is important to have written Benefits and Policies. Let us prepare your Employee Benefits and Policies. Unlike the Employment Agreement, the Employee Benefits and Policies creates an understanding of the entitlements of the employee relative to the policies of the business and provides protection for the business. The Employee Benefits and Policies will be customized for your business and are designed to cover:

Employment Agreement

If you are using employees in your business, it is important to have a written Employment Agreement to document the conditions of Employment. An Employment Agreement can be very advantageous for a business and should be required for all employees, whether new or existing. It creates a clear understanding of the arrangement between the employee and the Limited Liability Partnership and provides protection for the business. The Employment Agreement also contains other important provisions:

The Employment Agreement is prepared in such a way that you can use it over and over again to avoid additional costs in the future. By having this Employment Agreement, the Limited Liability Partnership is given substantial clout in preventing an employee from joining a competitor, or competing against the Limited Liability Partnership and disclosing business secrets to anyone. The Agreement may be re-used by the Limited Liability Partnership as it hires additional employees, the cost of the Employment Agreement is just $150.
Independent Contractor Agreement

There are many reasons for using Independent Contractors, however, simply verbally stating that a worker is an Independent Contractor is not enough according to the IRS. Certain criteria must be met. The IRS considers 11 factors in three specified areas: Behavioral Control, Financial Control and Type of Relationship. So, before you engage the services of an Independent Contractor, it is essential that you document that relationship with a written Independent Contractor's Agreement, otherwise the IRS could hold your Limited Liability Partnership and you personally liable for the Independent Contractor's Income Tax, Social Security, Medicare Tax and Federal Unemployment Tax, which should have been withheld. As a signatory on the check used to pay the Independent Contractor, you could be held personally liable for these taxes. The Independent Contractor's Agreement also contains other important provisions:

For a detailed explanation of the Benefits of using Independent Contractors' Agreements, including a breakdown of the 11 factors the IRS analyzes and Industry examples provided by the IRS, please refer to document 239 of Spiegel & Utrera's Free Faxback Service, call (800) 303-3300 and follow the prompts. We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your Limited Liability Partnership for only $150 if ordered at the time of formation of your Limited Liability Partnership.

SHIPPING INFORMATION -- Limited Liability Partnership Packages, generally weigh approximately 4 pounds and are available for Pick up at any of our offices or may be shipped to you via Regular (2-3 day) Service for a charge of $17.95 or via Overnight Delivery for a charge of $30.95.

SAME DAY LIMITED LIABILITY PARTNERSHIP
If you need your Limited Liability Partnership formed urgently, for an additional $1,250 we can expedite the registration of the Limited Liability Partnership and preparation of the Limited Liability Partnership Records and the Limited Liability Partnership Package will be ready the same business day. All orders and related information have to be placed by 1 o'clock p.m. in order to get this same day service.

NEXT DAY LIMITED LIABILITY PARTNERSHIP
If you need your Limited Liability Partnership formed urgently, for an additional $250 we can expedite the registration of the Limited Liability Partnership and preparation of the Limited Liability Partnership Records and the Limited Liability Partnership Package will be ready the next business day.

3 BUSINESS DAY LIMITED LIABILITY PARTNERSHIP
If you need to form your Limited Partnership fast, we offer a 3 Business Day Limited Liability Partnership formation service for an additional $175. We will expedite the registration of the Limited Liability Partnership and preparation of the Limited Liability Partnership Records and the Limited Liability Partnership Package will be ready in 3 business days.

Except as described above for same day orders, orders received after 3:30 pm will be processed the following business day.