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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 PROFESSIONAL SERVICE CORPORATION
 
$264.95
(INCLUDES ILLINOIS 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.

Listen, we are glad you inquired about our services, because there's no reason for you to spend a ton of money to incorporate when you don't have to.
 
If you've priced the same identical services locally, you know that being there "in person" is costly. Very costly. Yet the services you receive are no better than those you can get from us directly on the phone or online.

Let us explain...

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

For one low fee of $264.95, your Illinois Professional Service Corporation is COMPLETE and 

INCLUDES FREE Illinois State Filing Fees.
INCLUDES FREE
Corporate or Company Seal and Book.
INCLUDES FREE
Certificate or Articles of Incorporation or Organization.
INCLUDES FREE
Company or Corporate Minutes.
INCLUDES FREE
By Laws.
INCLUDES FREE
Membership or Stock Certificate.
INCLUDES FREE
Preliminary Name Search.

Yes, even INCLUDES Attorney's Fee (No Hidden Attorney Fees).

What's the secret to such great prices?
 
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FORM A ILLINOIS PROFESSIONAL SERVICE CORPORATION

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

OUR GOAL—YOUR Complete Satisfaction and Understanding

Our goal is to provide each of our clients with as much information as possible about starting a Professional Service Corporation. As you will see as you review the following material, there is a lot of information to digest and consider. Many legal aspects may be complex and confusing. We want you to know we are available to speak with you about any legal aspects of the formation of your Professional Service Corporation at your convenience either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest you.

BRIEF EXPLANATION OF A ILLINOIS PROFESSIONAL SERVICE CORPORATION

Individuals forming a business where such individuals are rendering licensed, professional services to the public may form a professional corporation.

A professional corporation may only engage in the rendering of one category of professional service or related professional services and may render such professional service or related professional services only through shareholders, directors, officers, agents and employees who are themselves duly licensed in that category of professional service. No person who is not licensed in that category of professional service or related professional services shall have any part in the ownership, management or control of the corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so licensed.

Some examples of professional services include, and are not limited to, those services performed by architects, real estate professionals, audiologists, chiropractors, marriage and family therapists, nurses, pharmacists, accountants, psychologists, dentists, physicians, optometrists, osteopaths, professional engineers, veterinarians, and attorneys-at-law.

Generally, a professional corporation may be organized only for the purpose of rendering one specific type of professional service and ancillary services.

However, the professional corporation may be organized for the purpose of rendering related professional services by certain related professionals. Such "related professional services" mean multiple personal services performed by different licensed professionals. An example is a professional corporation where the professional services rendered are concerning architecture, professional engineering, structural engineering and land surveying. Another example is where the professional services rendered are any branch of medical practice, podiatry, dentistry and optometry. These examples of related professions are the only ones permitted by Illinois law.

The Tax Benefits of Forming a Professional Corporation
A professional corporation is an individual or group of individuals, all of whom are required by law to be licensed in their profession or to obtain other legal authorization, incorporated for the purpose of rendering the same professional service to the public.

Those individuals entitled to form professional corporations can receive numerous tax benefits over operating as a sole proprietorship or partnership while at the same time avoid filing a Schedule C (frequently and IRS audit Hog) with their own IRS form 1040. Expenses that most businesses incur or needlessly avoid because of cost can create huge benefits and tax deductions.

For example, with the skyrocketing cost of health care it becomes a necessity that individuals carry health insurance on themselves and their families. Sole proprietorships and partnerships are currently able to deduct only a portion of the health insurance costs from their taxes, which can be prohibitive to many or inhibit obtaining insurance coverage. A professional corporation, however, is able to fully deduct the cost of accident and health insurance plans for its employees and their families. This deduction could also extend to the cost of reimbursing employees for their uninsured medical expenses. Furthermore, a professional corporation may be able to deduct the cost of life and disability insurance.

In addition to the tax deductions for accident and health insurance that can be realized by forming a professional corporation, there are other tax benefits associated with forming a professional corporation. A professional corporation may deduct up to 80% of the dividends, which it receives from a domestic corporation that is subject to taxation. By contrast, a self-employed professional who owns dividend-producing stock must include the entire amount of dividends in their gross income. Furthermore, upon the sale of stock in a professional corporation, any gain realized would be taxed at a maximum rate of 28%, whereas a self-employed professional could be taxed at a rate as high as 39.6% on the sale of their interest in such a business.

The benefit of forming a professional corporation can be substantial, compared to the inexpensive cost of forming such an entity.

MORE SERVICES FOR 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 Corporation’s Business Registration documentation for sales and unemployment tax as required by the State of New Jersey.

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.

ONLY $264.95 GETS YOU INCORPORATED AS AN
ILLINOIS PROFESSIONAL SERVICE CORPORATION,
 CALL OR LOG ON TODAY WITH YOUR CREDIT CARD HANDY.

SUCCESS STARTS WITH PLANNING! LET SPIEGEL & UTRERA, P.A. HELP YOU GROW YOUR BUSINESS.

Spiegel & Utrera, P.A., is a full service law firm that can help you solve most of the problems associated with incorporating, before they happen. Here are solutions to most of your incorporating needs…

MORE SERVICES & FEES

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

Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get unlimited telephone consultations all year long on matters relating to legal and strategic business advice. Plus our firm will prepare the Notice and Minutes of your corporation’s Annual Meeting of Shareholders or Directors; our firm will comply with all statutes and applicable laws relating to your corporation’s Registered Agent & Registered Office; our firm will review all mandatory State corporation filing documents as required by the Secretary of State; our firm will act as your corporation's General Counsel; you will receive our firm’s newsletter, "Entrepreneur’s Alert®", which is published six times a year and provides valuable insight into running your business from a legal and business point of view.

Detours and Contradictions
Want more out of your corporation? Then don’t miss Lawrence Spiegel’s, 223 page Detours and Contradictions. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. As we’ll see... having a marketable idea is only the first step in a lengthy process. Along the way you’ll encounter numerous detours and contradictions, risks and rewards. The price of Detours and Contradictions is just $13.50 if you order when forming your corporation. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your corporation. Also, as an added bonus, your copy of Detours and Contradictions will be personally autographed by Lawrence J. Spiegel.

Charlie's Entrepreneurial Journey
Building your business, or selecting the type of business to start, is easy when using Charlie’s Entrepreneurial Journey as a guide and applying Lawrence J. Spiegel’s thirty eight "Principles of Entrepreneurship" to your business. Spiegel’s latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. Charlie’s journey leads him through topics never discussed in business books but essential to success. Topics include: costs associated with Acquiring a Customer, Urgency to Purchase, Saturation Advertising, Success Leaves Tracks and Repetitive Business. Spiegel’s "Principles of Entrepreneurship" cannot be found anywhere else. In fact, no one has ever exposed the business secrets Spiegel discloses. If you are seeking to spark your business you will find an EXPLOSION in this book. Order this book at the time of forming your corporation and you will get Charlie’s Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’s Entrepreneurial Journey.

Service Agreement

If your Corporation is a service business, you’ll need a Service Agreement.
 
The bedrock foundation of many service businesses is a customized written agreement entered into with its customers. Many franchises sold for tens of thousands of dollars are business formats revolving around a Service Agreement. The key with a Service Agreement is to make it work as a marketing tool offering the business services in the widest variety of formats to your customers. For example, a one-time use customer needs to be converted to a monthly, quarterly or annual type repeat customer. At Spiegel & Utrera we want to help you get, and keep, your customers while looking professional and at the same time maximizing each sale with a friendly service agreement. A Service Agreement is only $367.95 if ordered at the time of forming your corporation. We will prepare a draft of your Service Agreement and deliver the draft by fax or email to you for your review. Once you have had an opportunity to review the Service Agreement we will meet over the telephone to discuss the various aspects of the draft Service Agreement. Thereafter, Spiegel & Utrera will make changes to the Service Agreement to finalize it. Once the Service agreement has been finalized and delivered to you, you should take it to your printer to be printed and padded so it will always look professional and non-negotiable.

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 $189.95 for two week service; $314.95 for 4 day service and $389.95 for 2 day service. Please bear in mind that the service completion time begins with the formation of your new company.

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.

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
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.

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.

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.

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.

PROTECT YOURSELF!

Indemnification Agreement and Covenant Not to Sue
We strongly recommend that you include special provisions in your Certificate 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 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

Employee Benefits and Policies
If you are using employees in your business, it is important to have written Benefits and Policies. Let us prepare your Employee Benefits and Policies. Unlike the Employment Agreement, the Employee Benefits and Policies creates an understanding of the entitlements of the employee relative to the policies of the business and provides protection for the business. The Employee Benefits and Policies will be customized for your business and are designed to cover:

  • Vacation
  • Absences, including vacation, sick time, time off for injury, death in family, jury duty, excused absence, military leave and emergency situations
  • Holidays
  • Equal Employment Opportunity
  • Drug and Alcohol Abuse Policy
  • Payday and Pay Period
  • Overtime
  • Internet and Email Policy
  • Sexual Harassment
  • 90-Day Training/Probation Period
  • Forfeiture of Commission, Incentive Compensation and Bonuses relating to failure to complete the initial employment period
  • Business Hours
  • Moonlighting Restrictions
  • Honesty
  • Pornography at Work
  • Medical Insurance
  • COBRA
  • Timecards
  • Departure from Employment with Notice or Without Notice
  • Dress at Work
  • Business Cards
  • Parking
  • Keys
  • Alterations or Modifications
  • Other benefits and/or policies which may be of special interest to your business

By having the customized Employee Benefits and Policies, the business has clearly communicated to its employees the Employee Benefits and Policies in effect at the business and how the Employee Benefits and Policies are to be followed so that there are no surprises. For example, relating to an employee who leaves the business without giving adequate notice who then would only be entitled to be paid at the minimum wage for any time due and owing and forfeiting any vacation days, sick days, commissions, incentive compensation and/or bonuses.

The Employee Benefits and Policies may be re-used by the business as it hires additional employees. Normally, the cost of ordering this service is $167.95. The cost of the Employee Benefits and Policies will be just $29.95 if ordered now with the formation of your company.

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:

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

For a detailed explanation of the Benefits of using Independent Contractors’ Agreements, including a breakdown of the 11 factors the IRS analyzes and Industry examples provided by the IRS, please refer to document 239 of our 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.

Shareholders Restrictive Agreement for a Professional Service Corporation
If your Professional Service 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 Professional Service Corporation. Furthermore, it affords a right of first refusal where in the event a Shareholder wants to transfer their shares of stock there must be approval and/or a buyout by the other 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 Professional Service Corporation.

Just look at its many provisions:

  • Provides a framework for the settlement of disputes between shareholders.
  • Prevents a shareholder from selling his 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 an Professional Service Corporation
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 Professional Service 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 Professional Service 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 Professional Service corporation from divorce for an extra $75 when ordered with the Shareholders Restrictive Agreement at the time or incorporation or $150 thereafter.

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 a complete lease review which includes a written analysis for only $350. 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

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


SPEED OF SERVICE OPTIONS


REDDI CORP
If you need a corporation immediately, we have many Illinois corporations, both current year and aged, which are ready for delivery. This is the best option for clients who need a corporation within 2 business days.
For more information and a complete list of  all our Reddi or Shelf corporations CLICK HERE or call our office at (888) 514-9800 for details.

2 BUSINESS DAY CORP
If you need your Corporation formed urgently, for an additional $250., we can expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready on the 2nd business day.

4 BUSINESS DAY CORP
If you need to incorporate fast, we offer a 4 Business Day incorporation Service for an additional $175. We will expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready on the 4th business day.

REGULAR SERVICE

The regular processing time for a Corporation is approximately two to six weeks depending on the State’s work flow schedule. The Corporate Package is complete and includes Articles of Incorporation, By-Laws, Corporate Book, Corporate Seal, Preliminary Name Search, State Filing Fees, and Attorneys Fees. Any Additional documents or agreements you may order will also be delivered in your Corporate Records Book.

An Important Note about our RUSH SERVICES

We offer two levels of rush service. When you opt for one of our rush services, we guarantee to promptly deliver your Corporation to the State for processing, however, if the State is backlogged, you may experience a delay in receiving your documents. We strive to have all rush orders ready as soon as humanly possible, however if time is of the essence you may opt for one of our Reddi Corps which are ready for immediate delivery.

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

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

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

FORM A ILLINOIS PROFESSIONAL SERVICE CORPORATION

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

Spiegel & Utrera, P.A.

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Shelf
Corporations
(Reddi Corps)
A Reddi Corp is a corporation that, for many months or even years, has already been established and is recorded with the Secretary of State. Corporations are available for immediate delivery with a Federal Tax ID #
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