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.
 

ILLINOIS SERIES-DUAL CLASS LIMITED LIABILITY COMPANY

 
$1849.85
(INCLUDES ILLINOIS STATE FILING FEES)

THANKS FOR INQUIRING!

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

We will form your Illinois Series-Dual Class LLC under the personal direction of a qualified attorney who makes certain that all requirements are met.

FORM YOUR LLC ONLINE NOW!

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

WHAT’S A SERIES LLC?

Illinois law permits tremendous additional flexibility with a special type of LLC known as a Series LLC. The Series LLC is an entity where an LLC is formed (let’s call it the “parent”) and designated series (let’s call them the “babies”) of members, managers or limited liability company interests, each having separate rights, powers or duties with respect to specified property of the LLC, may be created “underneath” the “parent” LLC. This allows separation of ownership and liability for different business lines while retaining unified management. By doing so, each series can be treated, in many important respects, as if it is a separate and distinct business entity, restricting creditors’ legal recourse to the assets of that particular series alone. Each of the series of assets in a series LLC can operate independently of the LLC in general and any other series and avoid their liabilities.

For example, Franklin and Eleanor are real estate investors and they form a Series LLC, ABC Limited, with three series: A Series, B Series, and C Series. Once ABC Limited is up and running, on August 1, they deed ownership of a parcel of land at 123 Main Street to A Series. Later on August 15 they transfer the building located at 123 Main Street to Series B. On September 12, they set up operations of a retail store at 123 Main Street and transfer the inventory to Series C. By doing so, Franklin and Eleanor are able to limit their exposure to liability to a particular asset so that the other assets are not jeopardized, while retaining uniformity of control and administration.

Another situation where the Series LLC may be helpful is where a business operation may have different divisions. The Members and Managers of the Series may want to stimulate productivity by offering ownership interests to participants in series operations if certain goals are met. For example, Jesse James is the sole Member and Manager of XYZ, LLC, which is the parent of Series X, a medical supply distributor, Series Y, involved in medical equipment research and development and Series Z, which provides medical equipment installation and repair services. Jesse wants to bring in his brothers Frank, John Thomas and Archie. Frank will get a 49% ownership interest of Series X if he generates $500,000 in the next calendar year, John Thomas will get a 51% interest in Series Y if he is able to complete a heart regulator product line rollout by 2010, and Archie will get a 50% interest in Series Z if repeat repair calls are held down to 5% of all equipment installed. In this way, Jesse is able to segregate ownership and target the brothers’ expertise to specific operations and product lines, rather than share control in the overall business.

However, because of the newness of the Series LLC, many states may not accept the separate and distinct nature of the Series LLC as intended by Illinois lawmakers and there is little or no case law. Thus, in the situation of a Illinois Series LLC where there will be series and operations in states other than Illinois, Nevada or Illinois (which also allows the Series LLC), the prudent approach would be to form an LLC in the other state with the Illinois Series LLC as the sole Member. For example, Charles Lindbergh and Amelia Earhardt form a Illinois Series LLC, DEF LLC, with the business purpose of investing in real estate. Their first series, D Series, is created to hold Illinois property. Then they get a tip on a sweet land deal in Lakewood, New Jersey. Instead of creating E Series having the New Jersey land owned by it, Lindbergh and Earhardt decide to form a New Jersey LLC owned by their Illinois Series LLC, DEF LLC. While forming a new entity typically involves greater cost in the short term, Lindbergh and Earhardt won’t have the hassle and uncertainty that New Jersey will not respect the series and deem the series assets a part of the Series LLC and thus expose the entirety of Series LLC assets to the claims of creditors.

WHAT’S A SERIES-DUAL CLASS LLC?

The Dual Class LLC is a special type of LLC that follows proposed IRS regulations which allow an LLC to be deemed analogous to a limited partnership for Federal Income Tax purposes. The Dual Class LLC is structured to admit both active, management-providing members (“General Members”) in addition to more passive, capital-contributing members (“Limited Members”). In doing so, the members/owners acting solely as limited partners are not subject to the Self Employment (“SE”) tax.

Here’s how it works. The Dual Class LLC is divided as follows:

Class A General Member Units: The smaller manager class receives a priority preferred return of income (for example, a management or sales fee arrangement) that is contingent on the profitability of the LLC. As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.

Class B Limited Member Units: This portion of the LLC membership interests is the cash-contributing members’ interest and is structured as a non-manager class qualifying for limited partner status. This class receives a cumulative preferred-priority return of profits based on their unreturned capital contributions, whereas the smaller active manager class would not.

Now for maximum flexibility, a Series-Dual Class LLC may be attractive. With both a Series LLC and a Dual Class LLC, each series may be divided between General Members that are managing and performing a function that requires a particular area of expertise and Limited Members that are solely investing in a particular series and thus sharing only in the profits and losses of that specific series. For example, Crazy Horse is the sole owner of a Series LLC, AB, LLC. A Series involves operating a retail store for sales of greeting cards and gifts. Crazy Horse’s brother, Running Bull, has been a retail store manager on the reservation for 25 years, so Crazy Horse would be loco not to have Running Bull as a General Member, while his friend, Spitting Camel, is on the verge of retirement but wants to invest to get a steady income stream, so Spitting Camel will come on board as a Limited Member by putting up $50,000 worth of beads. Meanwhile, on the production end of things and in order to facilitate an intergenerational transfer of the business, Crazy Horse has it where he is the General Member managing Series B and the manufacture of greeting cards and gifts, while his young son, Blowing Horn, is investing $5,000 of capital as a Limited Member.

A Series-Dual Class LLC Operating Agreement is crucial. It is entered into by the Member(s) and the LLC. The Series-Dual Class LLC Operating Agreement is designed to take advantage of the Series LLC concept by creating one or more series of interests with different classes of members per series, which will allow diverse business objectives. Furthermore, the Operating Agreement can provide for the future creation of additional classes or groups of members or managers not previously outstanding within a series and also can provide so that taking any action, including the amendment of the Series-Dual Class LLC Operating Agreement, requires the vote or approval of the members or managers or class or group of members or managers. A draft of this Agreement will be prepared as part of our service so that 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 $2,000 or more.

The cost of a Series-Dual Class LLC is just $1849.85 (a $100 savings!) for up to 4 members, additional members are $100 each, if ordered at the time of forming your Series-Dual Class LLC and, as an added bonus, it includes the required combined Series LLC-Dual LLC Operating Agreement. Please note that the $1849.85 includes one series, additional series are $100 extra.

Form a Illinois Limited Liability Company today! We also provide For Profit Corporations, Non Profit Corporation, and Sub Chapter S Corporation formations plus additional business entities suited to your needs! We are located in Chicago, and are ready to serve you immediately. We will form your LLC 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 organize your LLC over the phone call the Spiegel & Utrera, P.A. office nearest you.

MORE INFORMATION...

When forming a Series LLC, we strongly recommend the owners obtain the maximum protection permitted by current Laws. The best way to protect yourself is to enter into an Indemnification Agreement at the time of the filing of the LLC.

For example, you may include in your Articles of Organization a special provision to protect the members and managers from any actions they take on behalf of the Company called Indemnification. With an Indemnification Agreement, the LLC agrees to indemnify and hold harmless its Operating Managers (those who act as agents of the LLC and represent the LLC’s interest in day to day business transactions).

Once the Indemnification Provisions are in effect, the LLC is responsible should there be any legal action taken against it’s representative for actions taken on behalf of the LLC. In other words, the Company would have to pay any legal fees or liabilities assessed against its Management Staff. The Indemnification Agreement is only $75 when ordered at the time of Organization.

Good luck with your business!

Spiegel & Utrera, P.A. Staff

SPIEGEL & UTRERA, P.A. is your one source for business legal services.

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 LLC 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 LLC’s Annual Meeting of Members and Managers; our firm will comply with all statutes and applicable laws relating to your LLC’s Registered Agent & Registered Office; our firm will review all mandatory State LLC filing documents as required by the Secretary of State; our firm will act as your LLC’s General Counsel; and 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 LLC? 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 LLC. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your LLC. 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.

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 Limited Liability Company, 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 Limited Liability Company, the fee is $449.95.

TAX RELATED
Federal Tax ID Number
The equivalent of a social security number for a LLC. You will need it to operate your business and open a bank account for the LLC. We can obtain this number for you and the advantage of allowing us to get it for your LLC, is that we will deliver it with your LLC 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 LLC Membership Interests
This is another powerful tax provision which can be used by almost all 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 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. An 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 LLC and comes with all the necessary documents, including corporate resolutions, 1244 plan and special stock certificates.

ILLINOIS BUSINESSES

Illinois Business Registration
Whenever an LLC is filed in the State of Illinois, the LLC 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 LLC for you and deliver it with the LLC. The cost at the time of forming your LLC is $100.

Compliance with Post Incorporation Requirements of the Illinois Business Corporation Act
Section 1.10 of the Business Corporation Act requires all Illinois Series Limited Liability Companies to register with the county in which the registered office of the Series LLC 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 Department of Labor Registration
This is used to withhold Illinois Unemployment Taxes from your LLC'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 LLC. The cost at the time of incorporating is only $35.

Illinois New Hire Reporting
Federal law requires all Illinois 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 LLC’s information, and you may re-use them for each person you employ.

Non-Voting Membership 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 LLC. For example, as a founding Member, you may want to have all of the voting membership interests so as to participate in the management of the LLC and control its operations, while transferring all of the non-voting membership interests to others so that they may share in the appreciation value and earnings of the LLC. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll draft a special provision for your Articles of Organization and issue special certificates for non-voting membership 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 Members Restrictive Agreement.

SERIES-DUAL CLASS LLC OPTIONS

Series LLC Operating Agreement
A Series LLC Operating Agreement is crucial. It is entered into by the Member(s) and the LLC. The Series LLC Operating Agreement is designed to take advantage of the Series LLC concept by creating one or more series of interests, which will allow diverse business objectives. Furthermore, the Operating Agreement can provide for the future creation of additional classes or groups of members or managers not previously outstanding within a series and also can provide so that taking any action, including the amendment of the LLC Operating Agreement, requires the vote or approval of the members or managers or class or group of members or managers. A draft of this Agreement will be prepared as part of our service so that 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 $2,000 or more. However, your cost is only $399.95 if prepared in conjunction with the LLC formation process. Please note that the $399.95 includes one series.
Series-Dual Class LLC Management Agreement
For greater certainty and to forestall potential disputes, the Members and Managers of an LLC may want the Operating Manager to enter into written Management Agreement between the LLC and its Manager(s). The Management Agreement should be drafted in such a way so that it conforms with the provisions of the LLC Operating Agreement and, in addition thereto, it will:

• Spell out the terms of employment, such as the duties, responsibilities and compensation of the LLC Manager(s).
• It states that the Manage(s) will not compete against the LLC for a specific period of time after leaving the LLC;
• Prohibit the Manager(s) from disclosing any of the LLC’s business records, computer data, trade secrets, methods of operation, et cetera;
• Prevent the Manager(s) from soliciting customers or clients of the LLC;
• Prevent the Manager(s), after leaving the LLC’s, from soliciting the LLC’s employees to work elsewhere.

The cost of the Management Agreement is just $150, if ordered at the time of forming your Dual Class LLC.

Members Restrictive Agreement for a Series-Dual Class LLC
We strongly recommend you enter into a Member Restrictive Agreement. This agreement is entered into by the Members and the Series-Dual Class LLC to enumerate and describe the rights and obligations of the Members to each other and to the Series-Dual Class LLC. More particularly, it affords a right of first refusal where in the event a Member wants to transfer their membership interest it requires approval and/or a buyout by the other Members.

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 Series-Dual Class LLC. 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 Series-Dual Class LLC.

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

Series LLC
Illinois allows a limited liability company to establish a designated series of members, managers or limited liability company interests, each having separate rights, powers or duties with respect to specified property of the LLC, which permits separation of ownership and liability for different business lines while retaining unified management. By doing so, each series can be treated, in many important respects, as if it is a distinct LLC, restricting creditors’ legal recourse to the assets of that series alone. Each of the series of assets in a series LLC can operate independently of the LLC in general and any other series and avoid their liabilities. The fee for our office to add the Series LLC feature to your LLC is is $400. Please note that the $400 includes one series, additional series are $150 extra and you may discuss additional series with a member of our staff when finalizing your order.

Series LLC Operating Agreement.
The Series LLC Operating Agreement is entered into by the owner(s) and the LLC. The Series LLC Operating Agreement is designed to take advantage of the Series LLC concept. This Operating Agreement may create one or more series of interests, which will allow diverse business objectives. Furthermore, the Operating Agreement can provide for the future creation of additional classes or groups of members or managers not previously outstanding within a series and also can provide for the taking of any action including the amendment of the LLC Operating Agreement, without the vote or approval of any member or manager or class or group of members or managers. A draft of this Agreement will be prepared as part of our service so that 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 $2,000 or more. However, your cost is only $349.95 if prepared in conjunction with the LLC formation process. Please note that the $349.95 includes one series, additional series are $150 each and you may discuss additional series with a member of our staff when finalizing your order.

Series LLC Members Restrictive Agreement
If your LLC has more than one Member/Owner, we strongly recommend you enter into a Members Restrictive Agreement. This agreement is entered into by the Members/Owners to define their duties and responsibilities to each other and to the LLC. It is like a partnership agreement between the Members/Owners. 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 LLC. 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 LLC.

Series Limited Liability Company Management Agreement
A Limited Liability company Management Agreement is generally used in two situations. The first is when one Member/Owner of a multi-member/owner LLC becomes the Operating Manager. The other situation is when an individual becomes the Operating Manager who is not a member/owner of the LLC. This Agreement sets out the duties and responsibilities of the Operating Manager to the Limited Liability Company. The Agreement also covers such topics as compensation, confidentiality, non-compete, check signing, use of LLC assets and any other topic required by your LLC. Please bear in mind that this Agreement is customized specifically for you LLC. 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 LLC.
Dual Class LLC
The Spiegel & Utrera, P.A. Lawyers Dual Class LLC is designed after IRS proposed regulations which allow an LLC to be deemed a partnership for Federal Income Tax purposes to have members/owners qualified as limited partners for Self Employment (“SE”) tax purposes. The use by Spiegel & Utrera, P.A. of a Dual Class LLC ownership to distinguish between a manager and a non-manager class of ownership is used to allow the non-manager membership class to be treated as a limited partner class. More importantly, the Spiegel & Utrera, P.A. Dual Class LLC is structured to admit both active management providing members in addition to more passive, capital contributing members. For those LLC members who could qualify as both, they would own a portion of each class of the Spiegel & Utrera, P.A. Dual Class LLC.

The Spiegel & Utrera, P.A. Dual Class LLC is divided as follows:

Class A General Member Units: The smaller manager class receives a priority preferred return of income (for example, a management or sales fee arrangement) that is contingent on the profitability of the LLC. It may not be a fixed compensation amount or it will constitute a guaranteed amount which is prohibited.

Class B Limited Member Units: This portion of the LLC membership interests is the cash contributing members’ interest and is structured as a non-manager class qualifying for limited partner status. This class receives a cumulative preferred-priority return of profits based on their unreturned capital contributions, whereas the smaller active manager class would not.

The cost of adding the additional features required of the Spiegel & Utrera Dual Class LLC is just $399.95 for up to 4 members, additional members are $50 each, if ordered at the time of forming your LLC and, as an added bonus, it includes the required Dual LLC Operating Agreement.
Dual Class Management Agreement
Every Dual Class LLC must enter into a written Management Agreement between the LLC and its Manager(s), the Manager(s) are generally Class A member(s) of the Dual Class LLC. The Management Agreement should be drafted in such a way so that it conforms with the provisions of the Dual Class LLC Operating Agreement and, in addition thereto, it will:

• Spell out the terms of employment, such as the duties, responsibilities and compensation of the LLC Manager(s).
• It states that the Manage(s) will not compete against the LLC for a specific period of time after leaving the LLC;
• Prohibit the Manager(s) from disclosing any of the LLC’s business records, computer data, trade secrets, methods of operation, et cetera;
• Prevent the Manager(s) from soliciting customers or clients of the LLC;
• Prevent the Manager(s), after leaving the LLC’s, from soliciting the LLC’s employees to work elsewhere.

The cost of the Management Agreement is just $150, if ordered at the time of forming your Dual Class LLC.
Special Purpose Limited Liability Company for Self-Directed IRA Account
The strategy for using a Spiegel & Utrera, P.A. Special Purpose LLC for Self-Directed IRA Account involves forming an LLC with the self-directed IRA as an owner (or "member") of the LLC. Funds are transferred to the LLC which, in turn, purchases and holds title to real estate. The creation of a self-directed IRA or IRA LLC enables you to choose what you would like to invest your money in. When you are the manager of an LLC, you have "checkbook control." That means that every time you are going to invest in a new property you don't have to have the custodian approve the transaction.

However, a special purpose LLC formed for a self-directed IRA owner has to comply with the Internal Revenue Code, Employee Retirement Security Act of 1974 (ERISA) and corresponding regulations. Such self-directed IRA owner is solely responsible for avoiding prohibited transactions and should seek the counsel of licensed attorneys and accounting professionals.

For example, if you, your wife and children have an existing LLC in which you are the only owners (e.g., 100% ownership by disqualified persons) then your IRA cannot invest in that LLC. You could, however, create a new LLC and have both your IRA and the existing LLC invest into it as founding members at the same time.

The cost of adding the additional features required of the Spiegel & Utrera, P.A. Special Purpose LLC for Self-Directed IRA Account is just $399.95 for up to 4 members, additional members are $50  each if ordered at the time of forming your LLC and, as an additional bonus, it includes the required Special Purpose LLC for Self-Directed IRA Account Operating Agreement.

Special Purpose Limited Liability Company for Self-Directed 401(K)
Why Limit your 401(k) investments when you can have self-direction? A strategy involves forming a single-owner limited liability company ("LLC") with a 401(k) Plan. Plan funds would be used either to purchase real estate or other assets directly or to create a holding company which in turn would purchase such assets. When you are the administrator of the LLC's 401(k) Plan, you have "checkbook control". That means that every time you are going to invest in a new property you don't have to have the plan custodian approve the transaction. You will want to contact a financial advisor to help you select and set up the right 401(k) Plan for you.

The operating agreement for your LLC would allow your self-directed 401(k) Plan to choose what you would like to invest your money in. The operating agreement for the Special Purpose Limited Liability Company for Self-Directed 401(k) Account has to comply with the Internal Revenue Code, Employee Retirement Security Act of 1974 (ERISA) and corresponding regulations.

As a result of such laws, the 401(k) Plan cannot invest in foreign-owned assets or transactions involving a "disqualified person". Disqualified persons include the 401(k) account owner, the spouse of the 401(k) account owner, the 401(k) account owner's descendants, ascendants and spouses of descendants. That means a father, mother, grandfather, grandmother, son, daughter, grandson, and granddaughter of the 401(k) owner are disqualified. However, a brother, sister, uncle, aunt or cousin are not disqualified. Also the court in Rollins V. Comm'r, T.C. Memo 2004-260, ruled that a prohibited transaction was created when an entity that was owned partially by an IRA made a loan to another entity that was owned (33%) by the IRA owner! Of course, you should seek the counsel of licensed attorneys and accounting professionals before proceeding.

The cost of adding the additional features required of the Spiegel & Utrera, P.A. Special Purpose LLC for Self-Directed 401(K) is just $399.95 for up to 4 members, additional members are $50  each if ordered at the time of forming your LLC and, as an additional bonus, it includes the required Special Purpose LLC for Self-Directed 401(k) Operating Agreement.

PROTECT YOURSELF!

Indemnification Agreement
We strongly recommend that you include special provisions in your Articles of Organization and additional agreements which trigger this important protection requiring the Company to indemnify and hold harmless it's Officers from any actions they take on behalf of the Company. If an Officer is ever sued for actions taken on behalf of the Company, these provisions require that the Company be held responsible, as agreed upon by the Officers and the Company. These important provisions and agreements cost only an additional $75 when ordered with your Company.
Lender’s Agreement & Promissory Note
Initially an LLC needs a cash infusion. Additionally, the LLC may require a continuing advance of funds for some time. Its important to minimize the amount of money a member is required to pay for the membership in the LLC because the members could be held personally liable by the LLC and/or the creditors of the LLC for not contributing all the funds the members had initially agreed to contribute to the LLC. How does the LLC get the money? After the initial purchase of its membership interests, generally, the LLC has two choices for obtaining additional money: (1) members can contribute additional funds for their membership interest (not the preferred method as previously stated) or (2) loan money to the LLC. Lending money to the LLC is the preferred method to advance money to the LLC because the lender is seen as a creditor of the LLC. The lending of money to the LLC 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 LLC and also provide for future advances of money the lender might make to the LLC. 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 LLC, is only $75.

Security Agreement for LLC
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 forming your LLC, 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 LLC.
Service Agreement
If your LLC 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 LLC. 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.
TAX SAVING LEASE AGREEMENTS

Home Office Lease
Agreement detailing the leasing of office space by a homeowner or tenant with a LLC for use as the LLC'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 LLC, 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 LLC. 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 LLC.

Office Equipment Lease
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the LLC, you create a legitimate business expense for the LLC 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 LLC.

EMPLOYEES / INDEPENDENT CONTRACTORS