Spiegel & Utrera, P.A. is a fully licensed law firm that delivers professional legal services at extremely affordable prices.
"There are only two types of people. Those in business and those who wish they were!" -- Larry Spiegel, Esq.
 

Non-Voting Limited Liability Partnership Interests
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, you may want to have all of the voting partnership interests so as to participate in the management of the partnership and 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 partnership agreement and issue special certificates for non-voting partnership interests. This item costs only an additional $74.95 if ordered at the time of formation. Also, you'll want to protect yourself with a Partners Restrictive Agreement.
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.

New Jersey New Hire Reporting
All New Jersey employers are required to report basic information about employees, who are newly hired, rehired, or who return to work after a separation of 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. There may be a $25 fine per each newly hired employee or, if the State determines there is a conspiracy between employer and employee not to report the penalty can be up to $500 per newly hired employee. We can provide you with a package of 6 New Hire Registration Forms for $35. When ordered with the formation of your Limited Liability Partnership the documents are customized with your Limited Liability Partnership's information, and you may re-use them for each person you employ.

New Jersey Purchaser's Resale Certificates
State and local tax laws require that vendors have in their files properly executed Exemption Certificates given to them in good faith by all of their customers who claim New Jersey Sales Tax Exemption. We can prepare a set of Exemption Certificates for you to give to vendors from whom you intend to buy goods either for resale. The fee for a set of 6 reusable Resale Certificates is only $35 when ordered in conjunction with the formation of your Limited Liability Partnership.

New Jersey Exempt Use Certificates
When your corporation makes a purchase that will be used for an exempt purpose under the Sales & Use Tax Act, your Limited Liability Partnership must provide each vendor with an Exempt Use Certificate to be exempt from paying State or local sales tax. The fee for a set of 6 reusable Exempt Use Certificates is only $35 when ordered in conjunction with the formation of your Limited Liability Partnership.

New Jersey Business Registration
Whenever a Limited Liability Partnership is filed in the State of New Jersey, the Limited Liability Partnership is required to file for New Jersey Business Registration to be registered for applicable taxes and related liabilities that are administered by the New Jersey Department of Labor and Division of Taxation, as well as those of the Secretary of State. The Limited Liability Partnership must register within 60 days of filing the new business entity or, if the business will be collecting sales tax, at least 10 days prior to the date of the business entity' s first sale or use of New Jersey exemption certificates. 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 forming your Limited Liability Partnership is $75.

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 is an initial deposit of $10,000 which is required to open the Business Checking, Investment Account and Delayed Debit Gold MasterCard. 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 New Jersey law and represents the business entity contemplated by the parties.

A well-drafted Limited Liability Partnership Agreement will:

• Describe the amount of capital contributions that the partners have to make, how much and when distributions of profits will take place and allocate losses among the partners to minimize tax liability;
• Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
• Provide a framework for the settlement of disputes between partners by allowing mediation and arbitration as a quicker, cheaper method;
• Prevent a partner from selling his stock to a third party without first offering it to existing partners as a right of first refusal;
• Provide a framework for the purchase of a Limited Liability Partnership interest by the remaining partner in the event a partner dies with a right of first refusal;
• Prevent a partner from competing against the Limited Liability Partnership by selling the same products or offering the same services;
• Require partners to maintain the confidentiality of all customer names and other business records so that partners don't run off with valuable Limited Liability Partnership secrets or intellectual property;
• Prevent a partner from impairing the goodwill of the Limited Liability Partnership by bad-mouthing the management or financial standing of the business; and
• Prevent a partner from soliciting customers of the Limited Liability Partnership for new Limited Liability Partnership business.

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.

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:

• Describe the terms of employment, such as the duties, responsibilities and compensation of a Partner.
• It states that a Partner will not compete against the Limited Liability Partnership for a specific period of time after leaving the Limited Liability Partnership;
• Prohibit a Partner from disclosing any of the Limited Liability Partnership's business records, computer data, trade secrets, methods of operation, et cetera;
• Prevent a Partner from soliciting customers or clients of the Limited Liability Partnership;
• Prevent a Partner after leaving the Limited Liability Partnership, from soliciting the Limited Liability Partnership's employees to work elsewhere.

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 Limited Liability Partnership 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. Its 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.

In our review we address issues such as:

• Rentable vs. Usable Space
• Reasonable Rental Rates
• Free Rent
• Best Length of Lease
• Options to Extend the Lease & Purchase the Premises
• Leasing contiguous space for expansion
• Assignment and Subletting
• Caps on Rent increases and expenses demanded by Landlords
• Repair Responsibilities
• Exclusivity of Tenant's Business
• Early Termination Rights
• Personal Guarantees, should you or should you not
• Renewal Terms
• Zoning Issues
• Landlord build out costs
• Change of Control of Tenant
• Signage Protection

TAX SAVING LEASE AGREEMENTS

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.

 EMPLOYEES / INDEPENDENT CONTRACTORS