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.
 

DELAWARE PROFIT CORPORATIONS
 
$118.95
(INCLUDES DELAWARE STATE FILING FEES)
 
THANKS FOR INQUIRING!

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

For $118.95 your company formation with the state of Delaware is complete and includes our company or corporate package and includes free state filing fees!

Form your corporation today and take advantage of our DISCOUNTED REGISTERED AGENT SERVICE AND GENERAL COUNSEL CLUB. Select this service at the time of ordering your corporation and receive an additional month of our General Counsel Club Service FREE AND $50 DISCOUNT towards the regular price of the General Counsel Club Service.

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

Form a Delaware For Profit Corporation today, which is also known as a C Corporation.  We also provide Limited Liability Company, Non Profit Corporation, and Sub Chapter S Corporation formations plus additional business entities suited to your needs! We are located in Dover, the capital of Delaware, and are ready to serve you immediately. We will form your corporation under the personal direction of a qualified lawyer who makes certain that all legal requirements are met. Remember, only a lawyer can render legal advice. To Incorporate or organize your LLC over the phone call the Spiegel & Utrera, P.A. office nearest 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.

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

STILL MORE...

Want a Tax-saving home office lease? Car lease? Indemnification Protection? We'll provide them. What's more, if yours is a multi-shareholder corporation, we strongly urge you to get a shareholders restrictive agreement. Then you can prevent the sale of corporate stock to outsiders, unless the remaining stockholders agree to it, and numerous other thorny issues unique to multi-shareholders. We'll work up these agreements for you, if you wish.

INCORPORATE ONLINE NOW!

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 Back To Top

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.

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.

TAX RELATED
Sub-Chapter S (Tax Savings) 
If you are a Citizen or Permanent Resident of the United States, this is the most tax advantageous type of Corporation you can have. A regular Corporation is subject to Federal Corporate Income Taxes. Therefore, profits are taxed first on the corporate level and then again at the individual level of the shareholders to whom the profits are distributed. This double taxation could result in a combined tax rate of 70% or higher. A Sub-Chapter S Corporation does not pay any Federal Corporate Income Tax, so that the earnings of the Corporation flow directly to the owners. The Sub-Chapter S Corporation costs only an additional $75 and comes with all the necessary documents, including Corporate Resolutions and Special Stock Certificates.
Qualified Sub Chapter S Subsidiary
This is a very powerful tax strategy and tax advantage. If your Sub Chapter S Corporation is to be owned 100 percent by another Sub Chapter S Corporation, your Corporation can become a Qualified Sub Chapter S Subsidiary. The charge to create the Qualified Sub Chapter S Subsidiary is an additional $150 provided it is ordered along with the formation of the Corporation.

Close Corporation
A close corporation, also known as a closely held corporation, is a corporation in which (1) the stock of the corporation cannot be traded on a public exchange (NYSE, NASDAQ, etc.); (2) The number of shareholders cannot exceed 30; and (3) certain limitations may be placed on the transfer of stock. A close corporation may be advantageous for small businesses and is eligible to elect the Sub-Chapter S status. Form your corporation as a close corporation for an additional $75

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.

IRS Section 1244 Corporate Stock / 1244 LLC Membership Interests
This is another powerful tax provision which can be used by almost all corporations and LLC’s taxed as a corporation. This special provision of the Internal Revenue Code allows you to deduct as an ordinary loss, rather than as a capital loss, a loss on the sale, trade or worthlessness of the stock in your corporation or LLC taxed as a corporation. The amount you can deduct as ordinary loss is up to $50,000 per year or $100,000 per year, if filing a joint return with your spouse. Generally, without 1244 stock, your loss would be limited to $3,000 per year or $6,000 per year, if filing a joint return with your spouse. A corporation or LLC taxed as a corporation that issues 1244 stock and elects to be an S corporation gives its shareholders the best of both possible worlds from a tax stand point. The issuance of 1244 stock costs only an additional $50 when ordered with the formation of your corporation or LLC and comes with all the necessary documents, including corporate resolutions, 1244 plan and special stock certificates.

Delaware Business Registration
Whenever a Corporation is filed in the State of Delaware, the Corporation 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 Corporation. The cost at the time of incorporating is $100. 

Delaware Department of Labor Registration
This is used to withhold Delaware Unemployment Taxes from your Corporation'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 Corporation. 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 Corporation’s information, and you may re-use them for each person you employ.

PROTECT YOURSELF!

Indemnification Agreement
We strongly recommend that you include special provisions in your Articles of Incorporation and additional Corporate agreements which trigger this important protection requiring the Corporation to indemnify and hold harmless it's Directors and Officers from any actions they take on behalf of the Corporation. If a Director or Officer is ever sued for actions taken on behalf of the Corporation, these provisions require that the Corporation be held responsible, as agreed upon by the Directors, Officers and the Corporation. These important provisions and agreements cost only an additional $75 if ordered at the time of Incorporation.
Lender's Agreement & Promissory Note
Initially a corporation needs a cash infusion. Additionally, the corporation may require a continuing advance of funds for some time. How does it get the money? After the initial purchase of shares of the corporation for at least their par value, generally, the corporation has two choices on obtaining additional money: (1) shareholders pay for their initial shares in excess of their par value thereby creating excess Paid-in Capital or (2) loan money to the corporation. Lending money to the corporation is the preferred method to advance money to the corporation because the lender is seen as a creditor of the corporation. The lending of money to the corporation 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 corporation and also provide for future advances of money the lender might make to the corporation. 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 incorporating is only $75.

Security Agreement for 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.

Shareholders Restrictive Agreement
If your Corporation has more than one shareholder, we strongly recommend you enter into a Shareholders Restrictive Agreement. This agreement is entered into by the shareholders to define their duties and responsibilities to each other and to the Corporation. It is like a partnership agreement between the Shareholders. A draft of this agreement will be prepared as part of our service, so you may review the Agreement and make changes and discuss it with one of our Attorneys. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $150 for up to 4 shareholders, additional shareholders are $50 each, if prepared in conjunction with the formation of your corporation.

Just look at it's many provisions:

• Provides a frame work for the settlement of disputes between shareholders.

• Prevents a shareholder from selling his or her stock to a third party without first offering it to existing shareholders.

• Provides a framework for the purchase of stock by the remaining shareholders in the event a shareholder dies, or becomes disabled.

• Prevents a shareholder from competing against the Corporation both now and as an ex-shareholder for a stated period of time.

• Requires shareholders to maintain the confidentiality of all customer names and other Corporate records.

• Prevents a shareholder from impairing the goodwill of the Corporation.

• Prevents a shareholder from soliciting customers of the corporation except for the Corporation’s 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 company with multiple shareholders. Remember the old adage, "An ounce of prevention is worth a pound of cure."

Shareholder Divorce Protection Provisions in the Shareholders Restrictive Agreement for Corporations
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the “down side.” What happens if a shareholder gets divorced? Will the stock remain with the shareholder or get awarded to the spouse as part of the divorce settlement? What happens if shareholder tries to convey or assign their stock to a spouse or former spouse to meet their obligations? A carefully drafted provision in the shareholders restrictive agreement should afford a right of first refusal when a Shareholder wants to transfer their shares of stock by requiring a buyout of the stock by the other Shareholders. Such a provision will protect the current shareholders from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a corporation set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Shareholders, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? There should be provisions in the Shareholders Restrictive Agreement requiring that in the event of the filing of a divorce involving a Shareholder of the corporation, a notice is sent to the other Shareholders offering them a right of first refusal, which allows them to purchase Al Smith’s shares of stock to avoid having Patti Smith as a shareholder, especially after a nasty divorce. Furthermore, even if none of the Shareholders want to buy the stock at issue, any transfer of stock would require unanimous consent of the other Shareholders. Let us draft these special provisions to protect your corporation from divorce for an extra $75 when ordered with the Shareholders Restrictive Agreement at the time of incorporation or $150 thereafter.

LEASE/AGREEMENT CONSULTATIONS

Avoid costly mistakes, always, always, always have any type of Agreement/Lease or otherwise legally binding agreement reviewed by an Attorney BEFORE you sign it. We offer Consultations at our Dover, Delaware 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 lease 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 of 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 sign one?)
• 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.