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.
 

NEVADA DUAL CLASS LIMITED LIABILITY COMPANY
 
$399.95
(INCLUDES NEVADA 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 regarding the formation and registration of an LLC in the State of Nevada.

WHAT’S AN LLC?

The Limited Liability Company (“LLC”) is a hybrid entity that is very flexible and, depending on how many owners (known as “Members”) and what such Members elect to do, may be taxed as a partnership or corporation, if it has multiple Members, or as a sole proprietorship, if it has only one member, while providing limited liability protection for all of its Members. For federal tax purposes, an LLC, like a partnership or sole proprietorship, is a pass-through entity; thus, its income and losses are taxed only at the member level. However, all members of an LLC, like the shareholders of an S corporation, have limited liability for the debts and claims against the LLC. No member will be burdened with the personal liability.

The main advantage of the LLC is that it is not burdened with the ownership restrictions imposed on a small business corporation (also known as a Subchapter S Corporation). An LLC may have more than 100 Members or as few as one. Its ownership interests may be held by corporations, partnerships, Non Resident Aliens, trusts, pension plans and charitable organizations; the LLC may make special allocations, thereby avoiding the single class of stock requirement applicable to an S corporation; and it may own more than 80% of the stock of a corporation and, therefore, may be a member of an affiliated group.

The Members of the LLC become owners of the Company by putting capital (making a “Capital Contribution”) into the Company in exchange for a Membership Interest, which is expressed as a percentage. Typically, the allocation of profits and losses are proportionate to the Membership Interest. The Capital Contribution can be money, real estate, equipment, future service (“sweat equity”) etc., and if it is something other than money, it should be assigned a value agreed upon by the Members. For example, Bill and Mike want to set up a company to operate a retail athletic goods store. Bill puts in $51,000 and Mike will work 60 hours next year managing the store and his sweat equity will have an agreed upon value of $49,000.

The LLC is operated by Managers that handle the day-to-day activities of the LLC. The Managers may be all of the Members, some of the Members, or it may even be managed by a person or entity that has no ownership interest in the company. Since such a non-Member Manager will not share in the profits and losses, perhaps they will be paid a salary or commission as agreed upon in a Management Agreement.

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 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. 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.

For example, assume a Dual Class LLC with three Members: Perry Manson and Samuel Adamson are Limited Members initially investing $50,000 each into the Dual Class LLC and Angela Dickeyson is the General Member and she is putting in “sweat equity” (future services) with an agreed-upon value of $50,000 over the course of two years. To the extent that Angela is providing services to the Dual Class LLC, she will be subject to the SE tax while Perry and Samuel will not be.

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

The way the LLC will be run is described in an Operating Agreement. The Operating Agreement defines the duties and responsibilities of the Members to each other and to the LLC.

A well-drafted Dual Class LLC Operating Agreement will:

• Designate the Members that invest in the business;
• Designate the Managers that handle the day-to-day operations of the business and describe Managers’ management powers and control;
• Describe the amount of capital contributions that the Members have to make, how much and when distributions of profits will take place and allocate losses among the Members to minimize tax liability;
• Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
• Provide a framework for the settlement of disputes between Members by allowing mediation and arbitration as a quicker, cheaper method;
• Prevent a Member from competing against the LLC by selling the same products or offering the same services;
• Require Members to maintain the confidentiality of all customer names and other business records so that Members don’t run off with valuable LLC secrets or intellectual property;
• Prevent a Member from impairing the goodwill of the LLC by bad-mouthing the management or financial standing of the business; and
• Prevent a Member from soliciting customers of the LLC for new LLC business.

The agreement should be very thorough and anticipate common company problems so that the proper course of action is defined ahead of time rather than leaving Members “flying by the seat of their pants,” so to speak.

For tax purposes, an LLC taxed as a partnership or sole proprietorship may have advantages over a Subchapter S Corporation with respect to the amount of deductible losses. The amount of a Subchapter S Corporation shareholder's deductible losses is limited to the sum of the shareholder's basis in his stock and any loans from the shareholder to the corporation. In contrast, a partner can deduct losses in an amount up to the sum of the basis in the partnership interest, the allocable share of partnership income, and his allocable share of qualifying partnership debt.

The LLC which chooses to be taxed as a Partnership is exempt from Federal Corporate Income Taxes. In recent years, the LLC has become a very popular form of business due to this tax advantage.

How the taxes work is simple. For example, each of 10 individuals contribute $100,000 to a newly formed entity to acquire an office building. The entity borrows from a bank an additional $5,000,000 as the balance of the building's $6,000,000 purchase price. If the entity is taxed as a Subchapter S Corporation, each shareholder's loss deductions are limited to $100,000. However, if the entity is an LLC taxed as a partnership, each member can deduct losses up to $600,000 ($100,000 basis plus $500,000 share of the entity's debt). These losses may then be used by the individuals to offset other income they may have from other sources.

PLEASE BE ADVISED THAT insofar as the Dual Class LLC is a cutting-edge tax strategy that relies on proposed IRS regulations that allow the LLC to be treated like a limited partnership for SE tax purposes, there are NO GUARANTEES.

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 State Sales Tax Number.

And that's not all.

Want a Tax-saving home office lease? Car lease? Mail forwarding Service? We'll provide them.

When forming any Company, we strongly recommend the owners obtain the maximum protection permitted by current Laws. Two of the best ways to protect yourself is to enter into an Operating Agreement and an Indemnification Agreement at the time of formation of your LLC. With the Spiegel & Utrera Dual Class LLC, as an added bonus, it includes the required Dual LLC Operating Agreement.

In regard to the Indemnification Agreement, you may include in your Articles of Organization a special provision to protect the General Members/Managers from any actions they take on behalf of the LLC. Basically, the LLC agrees to indemnify and hold harmless its General Members/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 would be responsible should there be any legal action taken against its representatives. In other words, the LLC would have to pay any legal fees or liabilities assessed against its Management.

Should you have any questions regarding operating agreements or the Dual Class LLC, please do not hesitate to contact any of our offices at the numbers listed below.

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 top of page

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.
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.

Mail Forwarding Service
If you have not set up your company office or you want your attorney to receive your company mail, you may use any Spiegel & Utrera, P.A. office address as your mailing address. Our mail forwarding service is only $15 per month. There is a six month minimum order. There is also an initial postage deposit of $25, additional postage/shipping, if any, will be billed separately. For our mail forwarding service terms and conditions, click here.

TAX RELATED
Federal Tax ID Number
The equivalent of a social security number for an 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.

NEVADA BUSINESSES

Nevada Business Registration
Whenever an LLC is filed in the State of Nevada, the LLC is required to file a Nevada Business Registration to obtain the Nevada Business License. We can initiate the documentation to register your business for you and deliver it with the LLC. The cost at the time of forming your LLC is $35.

Nevada Unemployment Tax Registration
This is used to withhold Nevada Unemployment Taxes from your LLC's payroll. Generally, any employer who pays wages of $225 or more during any calendar quarter for services performed in Nevada 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 documentation for this registration for you and deliver it with the LLC. The cost at the time of forming your LLC is only $35.

Nevada Sales Tax Number
If you sell goods or taxable services, this is your Sales and Use Tax Permit as a retailer with the State of Nevada. This account number also allows you to buy goods for resale or export and not pay any State sales tax. The fee to initiate the documentation for you to obtain this number is $35 when included as part of your LLC formation package.

Nevada New Hire Reporting
Federal law requires all Nevada 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 documents are customized with your LLC’s information, and you may re-use them for each person you employ.

Nevada Retailer's Resale & Exemption Certificates
State and local tax laws require that vendors have in their files properly executed Exemption Certificates given to them in good faith by all of their customers who claim Nevada Sales Tax Exemption. We can prepare a set of Exemption Certificates for you to give to vendors from whom you intend to buy goods for either resale or export to be exempt from paying State or local sales taxes. The fee for a set of 6 Re-Usable Certificates is only $35 when ordered with the formation of your LLC.

DUAL CLASS LLC OPTIONS

Limited Members Restrictive Agreement for the Dual Class LLC
We strongly recommend you enter into a Limited Member Restrictive Agreement. This agreement is entered into by the Limited Member(s) and the Dual Class LLC to enumerate and describe the rights and obligations of the Limited Member(s) to each other and to the Dual Class LLC. More particularly, it affords a right of first refusal where in the event a Limited 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 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 Dual Class LLC.

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

General Members Restrictive Agreement for a Dual Class LLC
We strongly recommend you enter into a General Member Restrictive Agreement. This agreement is entered into by the General Member(s) and the Dual Class LLC to enumerate and describe the rights and obligations of the General Member(s) to each other and to the Dual Class LLC. More particularly, it affords a right of first refusal where in the event a General 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 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 Dual Class LLC.

General Member Divorce Protection Provisions in the General Members Restrictive Agreement for a Dual Class LLC
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the “down side.” What happens if a General Member gets divorced? Will the Membership interest remain with the General Member or get awarded to the spouse as part of the divorce settlement? What happens if a General 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 General Members Restrictive Agreement should afford a right of first refusal when a General 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 company set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. Husband John Smith and wife Pocahontas Smith are Limited Members. Son Al is the General Member and is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the General Members Restrictive Agreement require that in the event of the filing of a divorce involving a General 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 General 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 Dual Class LLC from divorce for an extra $75 when ordered with the General Members Restrictive Agreement at the time of formation or $150 thereafter.
Management Agreement
Every Dual Class LLC should enter into a written Management Agreement between the LLC and its Manager(s), who 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:

• Describe the terms of the Manager’s employment, such as the duties, responsibilities and compensation of the LLC Manager(s).
• It states that the Manager(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; and

• 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.

General Member Indemnification Agreement and Covenant Not to Sue
We strongly recommend that you include special provisions in your Articles of Organization and additional agreements which trigger this important protection requiring the Dual Class LLC to indemnify and hold harmless its General Member from any actions it takes on behalf of the Dual Class LLC and to reimburse the General Member for Dual Class LLC start up costs. If the General Member is ever sued for actions taken on behalf of the Dual Class LLC, these provisions require that the Dual Class LLC be held responsible. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your Dual Class LLC.

Limited Member Indemnification Agreement and Covenant Not to Sue
We strongly recommend that you include special provisions in your Articles of Organization and additional agreements which trigger this important protection requiring the Dual Class LLC to indemnify and hold harmless the Limited Members from any actions they take on behalf of the Dual Class LLC and to reimburse the Limited Members for Dual Class LLC start up costs. If the Limited Members are ever sued for actions taken on behalf of the Dual Class LLC, these provisions require that the Dual Class LLC be held responsible. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your Dual Class LLC.

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 LLC to indemnify and hold harmless it's Operating Manager from any actions they take on behalf of the LLC. If an Operating Manager is ever sued for any actions taken on behalf of the LLC, these provisions require that the LLC be held responsible, as agreed upon by the operating manager and the LLC. These important provisions and agreements cost only an additional $75 when ordered with the formation of your LLC.
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.
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

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 LLC and provides protection for the business. The Employment Agreement also contains other important provisions:

• It spells out the terms of employment, such as the duties, responsibilities and compensation of the employee.
• It states that the employee will not compete against the LLC for  specific period of time after leaving its employment.
• It prohibits the employee from disclosing any of the LLC's business records, computer data, trade secrets, methods of operation, et cetera.
• It prevents the employee from soliciting customers or clients of the LLC.
• It prevents an employee, after leaving the LLC's employment, from soliciting the LLC's employees to work elsewhere.

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 LLC is given substantial clout in preventing an employee from joining a competitor, or competing against the LLC and disclosing business secrets to anyone. The Agreement may be re-used by the LLC 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 LLC 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 LLC for a specific period of time after the project is completed.
• It prohibits the Contractor from disclosing any of the LLC's business records, computer data, trade secrets, methods of operation, et cetera.
• It prevents the Contractor from soliciting customers or clients of the LLC.
• It prevents the Contractor, after leaving the Company, from stealing the LLC'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 Spiegel & Utrera's Free Faxback Service, call (800) 303-3300 and follow the prompts. We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your LLC for only $150 if ordered at the time of formation of your LLC.

LEASE/AGREEMENT CONSULTATIONS

Avoid costly mistakes, always, always, always have any type of Contract/Lease or otherwise legally binding agreement reviewed by Spiegel & Utrera BEFORE you sign it. We offer Consultations at all of our offices and over the phone for $100 per half hour or a fraction thereof. For your convenience, you can fax us the documents that need to be reviewed and the attorney can advise you over the phone. Some of the topics you may wish to discuss include:

Real Estate Purchase Reviews: Review of purchase/sale agreements associated with the purchase of real or personal property.
Business Purchase Review: Review of purchase/sale agreements associated with the purchase or sale of a business.
Commercial Lease Reviews: Including Business Spaces such as: Offices, Stores, Warehouses, and Commercial Lofts.

Our staff has many years of experience representing Tenants. Having your lease reviewed BEFORE you sign on the dotted line can save you thousands of dollars.

In our lease review we address issues such as:

• Rentable vs. Usable Space
• What are the Market 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 in the building, shopping center, strip stores, etc.
• Early Termination Rights
• Personal Guarantees, should you or should you not, for how much, why, etc.
• Renewal Terms
• Zoning Issues
• Landlord build out costs
• Change of Control of Tenant
• Signage Protection

SHIPPING INFORMATION
Company 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 Nevada will vary.

SPEED OF SERVICE OPTIONS

REDDI LLC
If you need a LLC immediately, we have companies, which are ready for immediate delivery. For more information and a complete list of all our Reddi or Shelf LLC's CLICK HERE or call our office at (888) 530-4500 for details.

3 BUSINESS DAY LLC
If you need your LLC formed urgently, for an additional $275, we can expedite the registration of the LLC, the preparation of the LLC Records and the LLC Package will be ready on the 3rd business day. Without additional charge, on the second business day, we will fax you your articles of organization and, if ordered, your Federal Tax I.D. number.

4 BUSINESS DAY LLC
Day Service If you need to form your LLC fast, we offer a 4 Day LLC Service for an additional $200. We will expedite the registration of the LLC, the preparation of the LLC Records and the LLC Package will be ready on the 4th business day.

REGULAR SERVICE The LLC Package is complete and includes Certificate of Organization, By-Laws, Company Book, Company Seal, Preliminary Name Search, State Filing Fees, and Attorneys Fees. Any additional documents or agreements you may order will also be delivered with your LLC Records book. We complete your paperwork the same day you place your order and speak with us. Then your documents are immediately sent to the State of Nevada for filing. The State of Nevada files the documents received from us according to their own work flow schedule. This process varies depending on the time of year but generally takes 3 to 4 weeks. So if you need your LLC sooner select one of our expedited services. You have two choices, either a REDDI LLC or an EXPEDITED LLC.

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 Limited Liability Company 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 LLC's which are ready for immediate delivery.

OTHER SERVICES: Please call for pricing and ordering.

Voting Trust: Allows a group of members of a LLC to vote as a unit.
Stock Options: Provides the opportunity to purchase membership interests in your LLC at a pre-determined price and is frequently used to control blocks of Ownership.
Trademark: Protection of a name, symbol, or slogan used by a LLC.
Copyright: Protection of literary, dramatic, musical, or artistic works.
Franchise Agreement Review: Review of agreements associated with the purchase of a franchise.

Spiegel & Utrera, P.A. 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 Registrations, Copyright Registrations, and More!

FORM YOUR LLC ONLINE NOW!

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

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