Non-Voting 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 General 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, it's likely you'll want to protect yourself with a Partners Restrictive Agreement.
Service Agreement
If your General 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 General 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.

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 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 a General Partnership. You will need it to operate your business and open a bank account for the General Partnership. We can obtain this number for you and the advantage of allowing us to get it for your General Partnership, is that we will deliver it with your General 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.

ILLINOIS BUSINESSES

Illinois Business Registration
Whenever a General Partnership is filed in the State of Illinois, the General Partnership is required to file for an Illinois Business Registration to be registered for all applicable taxes. These taxes include sales tax, business income tax and withholding tax. You may not be able to conduct business if you are not properly registered with the State. We can initiate the documentation to register your General Partnership for you and deliver it with the General Partnership. The cost at the time of forming your General Partnership is $75.

Illinois New Hire Reporting Form
All Illinois employers are required 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 within 20 days of their first day on the payroll. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your General Partnership's information, and you may re-use them for each person you employ.

Illinois Unemployment Insurance
The state of Illinois requires that every employer file a report to determine liability under the Unemployment Insurance Act. This report must be filed within 30 days of the date the General Partnership commences operation. If you have any employees, including yourself, you will need to file this report. We can initiate the documentation the state requires and deliver it with the General Partnership for only $35.

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

GENERAL PARTNERSHIP OPTIONS

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

A well-drafted General Partnership Agreement is intended to:

• Describe the day-to-day operations of the business, management powers and control of the partners;
• 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;
• 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 partnership interest 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 General Partnership interest by the remaining partners in the event a partner dies with a right of first refusal;
• Prevent a partner from competing against the General 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 General Partnership secrets or intellectual property;
• Prevent a partner from impairing the goodwill of the General Partnership by bad-mouthing the management or financial standing of the business; and
• Prevent a partner from soliciting customers of the General Partnership for new 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 General Partnership with multiple owners. Remember the old adage, "An ounce of prevention is worth a pound of cure." A General Partnership Agreement is $449.95 for up to four partners. Additional partners and complex General 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 General Partnership to enumerate and describe the rights and obligations of the Partners to each other and to the General 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 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 General 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 General Partnership.

Partner Divorce Protection Provisions in the Partners Restrictive Agreement for General 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 General Partnership to add an extra layer of limited liability protection, but what happens if a Partner is an individual that gets divorced? Will the General 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 General 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 General Partnership interest by requiring a buyout of the General 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 General 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 General Partnership, a notice is sent to the other Partners offering them a right of first refusal, which allow them to purchase Al Smith's General 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 General Partnership interest at issue, any transfer of General 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.
Lender's Agreement & Promissory Note
Initially a General Partnership needs a cash infusion. Additionally, the General Partnership may require a continuing advance of funds for some time. Its important to minimize the amount of money a Partner is required to in the General Partnership because the Partners could be held personally liable by the General Partnership and/or the creditors of the General Partnership for not contributing all the funds the Partners had initially agreed to contribute to the General Partnership. How does the General Partnership get the money? After the initial purchase of its General Partnership interests, generally, the General Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their General Partnership interest (not the preferred method as previously stated) or (2) loan money to the General Partnership. Lending money to the General Partnership is the preferred method to advance money to the General Partnership because the lender is seen as a creditor of the General Partnership. The lending of money to the General 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 General Partnership and also provide for future advances of money the lender might make to the General 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 General Partnership is only $75.

Security Agreement for the General 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 General 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 General 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 General 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 General Partnership for use as the General 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 General 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 General 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 General Partnership.

Office Equipment Lease
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the General Partnership, you create a legitimate business expense for the General 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 General Partnership.
 
EMPLOYEES / INDEPENDENT CONTRACTORS

Would you rather speak to a lawyer? A Spiegel & Utrera, P.A. associate is ready to take your call.