CHOOSING THE RIGHT CORPORATE NAME

Please note California is extremely rigid when it comes to new corporate names that are either identical or even similar to the name of an existing California corporation. Therefore, it is essential for your corporate name to be as unique as possible.

Here are the examples:

Example: RMK INC. The chances of this going through are virtually zero. Whereas RMK Construction Inc. has much more of a chance because the word construction makes it more descriptive, thereby adding uniqueness to the name.

Example: Green Tree Enterprises. There is no way this name will go through because it is too generic. Compare to Green Tree Entertainment-this name has more uniqueness.

Please note: In the above example the word Enterprises is considered a non-searchable word. Words such as services, ventures, enterprise, concepts, group etc. etc. are not considered searchable. You may use them in the name, however, they are not part of the name search.

If you do not wish to restrict your business by adding a trade description in you name, then make sure the name itself is unique.

Example: If you do not wish to restrict yourself by saying RMK Construction Inc., then instead of RMK Inc. you are going to be more creative like Robert's Magic Kingdom Inc.

MORE SERVICES FOR YOU.

To save you time and run around, we can get your Federal Tax Identification Number for you.

And that's not all.

We can even prepare documents to qualify your corporation for tax-exempt status under the Internal Revenue Code provisions.

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

Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service

Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation 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 matters relating to legal and strategic business advice. Plus our firm will prepare the Notice and Minutes of your corporation’s Annual Meeting of Shareholders or Directors; our firm will comply with all statutes and applicable laws relating to your corporation’s Registered Agent & Registered Office; our firm will review all mandatory State corporation filing documents as required by the Secretary of State; our firm will act as your corporation's General Counsel; 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 corporation? 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 corporation. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your corporation. 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 Corporation 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 corporation. 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.

Mail Forwarding Service
If you have not set up your company office or you want your attorney to receive your company 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 Corporation, 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 Corporation, the fee is $449.95.

TAX RELATED

501(c)(3) Corporate Records Compliance
If your non-profit corporation is organized and operated exclusively for charitable, religious, educational, or scientific purposes; after you apply to the Internal Revenue Service, it may qualify for exemption under Internal Revenue Code Section 501(c)3. This determination from the Internal Revenue Service will allow your non-profit corporation to apply for grants and accept tax deductible donations while permitting the donor to deduct their contributions to your corporation from their personal Federal Income Tax Returns. To obtain a favorable Federal Income Tax exemption determination from the Internal Revenue Service, your corporation must go through a lengthy and often cumbersome Internal Revenue Service approval process, during which time you will have to provide the Internal Revenue Service with copies of your Corporate Records and information regarding your Corporation’s activities. Your Articles of Incorporation, Corporate By-laws and other corporate documents must include the proper information to comply with Internal Revenue Service Regulations. The fee to prepare a California Non Profit Corporation with the required Internal Revenue Service 501(c)3 provisions for compliance is an additional $100.

501 (c)(3) Application for Exemption with Internal Revenue Service
Once your corporation is registered with the State of California, the next step in obtaining 501(c)(3) qualification is to file the IRS’ Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. Section 501(c)(3) status would provide your non profit corporation with the following benefits: public recognition of tax exempt status, which is particularly beneficial for obtaining grants; advance assurance to potential donors of the deductibility of contributions; exemption from certain Federal excise taxes; and even non profit mailing privileges. The application process to obtain this tax-exempt status can be a very complex and tedious one. Therefore, we strongly recommend you seek the assistance of a tax professional in order to avoid any likely problems or undue delays in obtaining this status. We, at Spiegel & Utrera, P.C., are prepared to assist you in this application process in order to ensure you that all of the necessary documents are completed and submitted in compliance with IRS’ requirements.  The fee to apply for formal recognition with the Internal Revenue Service is $1,500 plus the IRS filing fees.

Federal Tax ID Number
The equivalent of a social security number for a Corporation. You will need it to operate your business and open a bank account for the Corporation. We can obtain this number for you and the advantage of allowing us to get it for your Corporation, is that we will deliver it with your Corporation 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.

California New Hire Reporting
Federal law requires all California employers 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 $24 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. The forms are customized with your Corporation’s information, and you may re-use them for each person you employ.

Solicitation of Contributions
Unless you are a religious or educational organization, you must register your corporation with the California Attorney General’s office in order to accept donations. We can initiate the paperwork for your State of California, Office of the Attorney General, Registry of Charitable Trusts registration form for only $75.

California Unemployment Tax Account Number
This number is used to withhold California Unemployment Taxes from your Corporation's payroll. If you have any employees on the payroll, including yourself, you will need this account number. We can initiate the paperwork for this account number for you and deliver it with the corporation. The cost at the time of incorporating is only $35.

California Sales Tax Number
This account number allows you to buy goods for resale or export and not pay any State of California sales tax. We can initiate the paperwork for you to obtain this number. The fee to prepare the documents is $35 when included as part of your incorporation package.

California Statement of Information - Non Profit Corporation
Every California nonprofit corporation shall file an initial Statement of Information with the State of California within 90 days after filing its original Articles of Incorporation. A nonprofit corporation is required to file this statement even though it may not be actively engaged in business at the time this statement is due. Failure to file this Statement of Information by the due date may result in the assessment of a $50 penalty. The fee to have Spiegel & Utrera, P.C. complete and file your nonprofit corporation's initial Statement of Information with the State of California is $100 if ordered along with the formation of the nonprofit corporation.

Corporate Franchise Tax Exemption Application -- Avoid the Annual $800 California Minimum Franchise Tax
In order to be exempt from paying Corporate Franchise Taxes in the State of California, Non Profit corporations must file an Exemption Application stating their not for profit business purpose and supplying the State with supporting documents regarding their non profit business activities. We can prepare the necessary documents during the incorporation process for only $250. Please note: Non Profit organizations that do not apply for exemption are subject to the same franchise taxes that are apply to regular corporations, which in California is a minimum Franchise Tax of $800 each year.

PROTECT YOURSELF!

Indemnification Agreement and Covenant Not to Sue
We strongly recommend that you include special provisions in your Articles of Incorporation, which would provide vital protection requiring the Non-Profit Corporation to indemnify and hold harmless it's Directors and Officers from any actions they take on behalf of the organization. If a Director or Officer is ever sued for such actions, these provisions would require that the Non-Profit Corporation be held responsible and not that particular Director or Officer individually. This protection is especially important considering that without it a newly elected Director or Officer could be held liable for the decisions and actions carried out by the predecessors who once held the very same position. These important provisions and agreements cost only an additional $75 if ordered at the time of Incorporation.
Lenders Agreement & Promissory Note for Non Profit Corporation
Initially a non profit corporation needs a cash infusion. Additionally, the non profit corporation may require a continuing advance of funds for some time. How to get the money? A non profit corporation generally has two choices for obtaining additional money; (1) members of the non profit organization or others make cash donations or contributions to the non profit corporation or (2) members or others lend money to the non profit corporation. Lending money to the non profit corporation is the preferred method to advance money to the non profit corporation because the lender is seen as a creditor of the non profit corporation. The lending of money to the non profit corporation is accomplished with a Lenders Agreement and a Promissory Note. Both of these instruments together provide an initial amount of a loan to the non profit corporation and also provide for future advances of money the lender may make to the non profit corporation. In the event of failure of the non profit corporation, the loan will be fully tax deductible by the lender as a bad debt. The fee for a Lenders Agreement & Promissory Note for your non profit corporation, if ordered at the time of incorporating, is $75.

Security Agreement for Non Profit Corporation
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 company 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 incorporation, 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 incorporation.

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 corporation for use as the Corporation'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 Corporation, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable.

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 Corporation The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. We can prepare the lease for only $150 when ordered with your Corporation.
 
Office Equipment Lease
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the Corporation, you create a legitimate business expense for the Corporation and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. The cost for an Office Equipment Lease is only $150 when ordered with your Corporation.
 
EMPLOYEES / INDEPENDENT CONTRACTORS
 
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 Corporation and provides protection for the business. The Employment Agreement also contains other important provisions:

• It spells out the terms of employment, such as the duties, responsibilities and compensation of the employee.
• It states that the employee will not compete against the Corporation for a specific period of time after leaving its employment.
• It prohibits the employee from disclosing any of the Corporation's business records, computer data, trade secrets, methods of operation, et cetera.
• It prevents the employee from soliciting customers or clients of the Corporation.
• It prevents an employee, after leaving the Corporation's employment, from soliciting the Corporation's employees to work elsewhere.

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 Corporation is given substantial clout in preventing an employee from joining a competitor, or competing against the Corporation and disclosing business secrets to anyone. The Agreement may be re-used by the Corporation 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 Company 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:

• It spells out the duties, responsibilities and compensation of the Contractor.
• It states that the Contractor will not compete against the Company for a specific period of time after the project is completed.
• It prohibits the Contractor from disclosing any of the Company's business records, computer data, trade secrets, methods of operation, et cetera.
• It prevents the Contractor from soliciting customers or clients of the Company.
• It prevents the Contractor, after leaving the Company, from stealing the Company's employees.

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 this Free Faxback Service. We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your Company for only $150.

SHIPPING INFORMATION
Corporate Packages generally weigh approximately 4 pounds and are available for Pick up at our office or may be shipped to you via (2-3 day) Regular Service for a charge of $17.95 or via Overnight Delivery for a charge of $30.95. Please note, shipping and handling charges outside California may vary.

SPEED OF SERVICE OPTIONS

REDDI CORP
If you need a corporation immediately, we have many California corporations, both current year and aged, which are ready for delivery. This is the best option for clients who need a corporation within 2 business days. For more information and a complete list of  all our Reddi or Shelf corporations CLICK HERE or call our office at (888) 520-7800 for details.

2 BUSINESS DAY CORP
If you need your corporation formed urgently, for an additional $560, we can expedite the preparation of the corporate records and file your corporation within 24 hours. The State of California under this process guarantees the corporation will be filed and completed by their office within 24 hours. Once our office receives your filed documents we prepare the rest of your Corporate Records including your Corporate Seal, and ship to you in 2 business days. If you request this class of service, we will also fax your filed articles of incorporation to you on the 2nd business day of your order.

5 BUSINESS DAY CORP
If you need your corporation formed quickly, for an additional $460, we can expedite the preparation of the corporate records and file your corporation. Our office receives your filed documents we prepare the rest of your Corporate Records including your Corporate Seal, within 5 days of their filing and then ship to you in 5 business days. If you request this class of service, we will also fax your filed articles of incorporation to you on the 5th business day of your order.

REGULAR SERVICE
The Corporate Package is complete and includes Certificate of Incorporation, By-Laws, Corporate Book, Corporate Seal, Preliminary Name Search, State Filing Fees, and Attorneys Fees. Any additional documents or agreements you may order will also be delivered with your Corporate Records book. We complete your paperwork the same day you place your order and speak with us. Then your documents are immediately sent to the State of California for filing. The State of California files the documents received from us according to their own work flow schedule. This process varies depending on the time of year but generally takes 2 to 4 weeks. So if you need your corporation sooner select one of our expedited services. If you need your corporation sooner, you have two choices, either a REDDI CORP or an EXPEDITED CORPORATION.

OTHER SERVICES: Please call for pricing and ordering.
 
Voting Trust: Allows a group of shareholders to vote as a unit.
Stock Options: Provides the opportunity to purchase stock at a pre-determined price and is frequently used to control blocks of Stocks.
Trademark: Protection of a name, symbol, or slogan used by a business.
Copyright: Protection of literary, dramatic, musical, or artistic works.
Franchise Agreement Review: Review of agreements associated with the purchase of a franchise.

Corporations also available for immediate delivery, (ready to open the corporate bank account) from 2001, 2000, 1999, ’98, & ‘97. Spiegel & Utrera, P.A. also has Private Stock Offerings, Buy-Sell Agreements, Contracts, Registered Agent Services, Non-Profit Corporations, Articles of Religion, Limited Liability Companies, Limited Partnerships, Limited Partnership Agreements, Fictitious Name Registrations, Trademark Searches, Trademark Registration, Copyright Registrations, and More!

INCORPORATE ONLINE NOW!

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