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.

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

ARE YOU EXPORTING U.S. GOODS ABROAD? THE IC-DISC MAY BE FOR YOU!

What’s an IC-DISC? It’s an Interest Charge-Domestic International Sales Corporation. If your business may involve U.S. manufacturing of goods for export, you may be entitled to tax savings with an IC-DISC. The new corporation must formally elect to be treated as an IC-DISC and must also file an annual U.S. income tax return even though it pays no U.S. income taxes.

To be eligible to make an IC-DISC election, the corporation must satisfy several requirements:

• There is a single class of stock with an aggregate minimum par value of $2,500;
• 95% of gross receipts involve goods manufactured in the U.S. as described below;
• 95% of the assets of the IC-DISC is inventory for export as described below;
• the tax year conforms to that of the IC-DISC’s principal shareholder;
• separate books and records are maintained by the IC-DISC; and
• the IC-Disc is not a member of a controlled group involving a foreign sales corporation.

The qualified gross receipts test is met if 95% or more of the gross receipts of the IC-DISC consist of commissions earned with respect to qualified export property, which is property (i) manufactured, produced, grown, or extracted in the United States by a person other than an IC-DISC; (ii) is held primarily for sale, lease, or rental for direct use, consumption, or disposition outside the United States; and (iii) not more than 50 percent of the value of which is attributable to imported materials.

The qualified export asset test is met if the IC-DISC’s tax basis (may be cost or market value) in its qualified export property (typically inventory) equals or exceeds 95% of the sum of the adjusted basis of all the assets of the IC-DISC at the close of the year.

An American exporter-parent corporation forms an IC-DISC corporation subsidiary. The operations work like this:

• The exporter-parent corporation pays an annual, tax-deductible commission on its export sales to the IC-DISC (the commission deduction could yield a tax benefit as high as 35 percent).
• The allowable commission rate is either 50 percent of export net income or 4 percent of gross export income, whichever is greater;
• The IC-DISC pays no U.S. income tax on the commission income;
• The commission income is accumulated and untaxed in the IC-DISC. The deferral of income is allowable on annual export sales up to $10 million;
• The IC-DISC shareholders are required to pay interest (to the IRS) on the accumulated but untaxed income; and
• The IC-DISC shareholders pay U.S. income tax on dividends received from the IC-DISC when distributions are made (the tax on dividends for individuals is now 15 percent).

The commissions paid to the IC-DISC create 35 percent tax benefits for the U.S. exporting corporation while the individual shareholders of the IC-DISC would pay only 15 percent U.S. income tax on dividends received. That means the permanent tax savings for U.S. exporters and their shareholders can be as high as 20 percent!

Here’s an example:

IC-DISC Commission Agreement
This agreement is for when owners of the exporting company form a corporation to be treated as an interest charge-domestic international sales corporation ("IC-DISC") for U.S. tax purposes. With the agreement, the IC-DISC is permitted to charge the exporter a commission on the exporter's qualified export sales. Typically the commission is 4 percent of qualified export sales revenue or 50 percent of the taxable income on the qualified export sales. The commission is deductible by the exporter, while the IC-DISC is tax exempt on its commission income and income tax is only imposed on dividends to the IC-DISC shareholders. Consequently, taxpayers that would normally pay 35 percent income taxes on their export profits may be able to reduce that tax rate to 15 percent on half of such export profits. 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 $367.95 if prepared in conjunction with the IC-DISC formation, $667.95 thereafter.

Preparing the necessary paperwork, including the IRS documentation and corporate resolutions is included with the formation of your IC-DISC corporation.

To Incorporate or organize your LLC over the phone call the Spiegel & Utrera, P.A. office nearest you.

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 top of page

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 all your legal and strategic business advice, plus our firm will prepare the Notice and Minutes of your corporation’s Annual Meeting of Shareholders; 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 corporations’ 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.

ILLINOIS BUSINESSES

Illinois Assumed Corporation Name
If your company will hold itself out to the public, operate a website, engage in marketing or operate its business under any name other than its full and complete legal name, it is required, by law, to register what is known as a Fictitious or Assumed Name. This name is commonly called a “dba” or “doing business as.” Our service is complete and includes a name search of your fictitious or assumed name, preparation of all company resolutions and documents along with the filing of all documents and payment of all filing fees to the State of Illinois. If ordered at the time of forming your company, we offer this service for an additional $199.95 for two week service; $314.95 for 3 day service and $389.95 for next day service. Please bear in mind that the service completion time begins with the formation of your new company.

Illinois Business Registration
Whenever a Corporation is filed in the State of Illinois, the Corporation is required to file for 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 business for you and deliver it with the Corporation. The cost at the time of incorporating is $75.

Compliance with Post Incorporation Requirements of the Illinois Business Corporation Act
Section 1.10 of the Business Corporation Act requires all Illinois corporations to register with the county in which the registered office of the corporation is located within 15 days after receipt of their original corporate records. The fee to prepare the documentation and include it with your initial corporate documents is $50.

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 of 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 Corporation’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 business 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 corporation 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 either for resale. The fee for a set of 6 reusable Resale Certificates is only $35 when ordered in conjunction with the Corporation.

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 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.

SUCCESS STARTS WITH PLANNING!
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…

TAX-RELATED

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
This is another powerful tax provision which can be used by almost all corporations 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 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. The issuance of 1244 stock costs only an additional $50 when ordered with the formation of your corporation and comes with all the necessary documents, including corporate resolutions, 1244 plan and special stock certificates.

PROTECT YOURSELF!

IC-DISC Commission Agreement
This agreement is for when owners of the exporting company form a corporation to be treated as an interest charge-domestic international sales corporation ("IC-DISC") for U.S. tax purposes. With the agreement, the IC-DISC is permitted to charge the exporter a commission on the exporter's qualified export sales. Typically the commission is 4 percent of qualified export sales revenue or 50 percent of the taxable income on the qualified export sales. The commission is deductible by the exporter, while the IC-DISC is tax exempt on its commission income and income tax is only imposed on dividends to the IC-DISC shareholders. Consequently, taxpayers that would normally pay 35 percent income taxes on their export profits may be able to reduce that tax rate to 15 percent on half of such export profits. 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 $367.95 if prepared in conjunction with the IC-DISC formation, $667.95 thereafter.

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 its 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 and 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 Notes
Illinois franchise tax laws require corporations to pay an Annual Franchise Tax and report the dollar amount of any Paid-in Capital, which would include any monetary contributions made by shareholders to purchase shares of stock in the corporation. The amount of Annual Franchise Tax each corporation has to pay will increase in accordance with any increase of Paid-in Capital. You may avoid paying higher Annual Franchise Taxes by having the shareholders in the corporation sign a Lender's Agreement and Promissory Note. This allows shareholders to designate funds advanced to the corporation as loans instead of capital contributions. By executing a Lender's Agreement and Promissory Note immediately after incorporating, you can allow for initial and future advances of funds to the corporation and avoid having to report these funds as Paid-in Capital on your Annual Report, thereby keeping the Illinois Franchise tax to a minimum. While the tax advantages is enough of a reason to obtain a Lender's Agreement and Promissory Note, there is still the practical need of the corporation for cash. 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.
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 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:

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.