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 SERIES-SPECIAL PURPOSE LLC FOR SELF-DIRECTED 401(k) PLAN

 
$1139.85
(INCLUDES NEVADA STATE FILING FEES AND NEVADA SERIES-SPECIAL PURPOSE LLC OPERATING AGREEMENT FOR ONE INITIAL SERIES)

 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.

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 Nevada Series-Special Purpose LLC for Self-Directed 401(k) Plan 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 Nevada filing fee. The works!

WHAT’S A SERIES LLC?

Nevada 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 Nevada lawmakers and there is little or no case law. Thus, in the situation of a Nevada Series LLC where there will be series and operations in states other than Nevada, Delaware or Illinois (which also allows the Series LLC), the prudent approach would be to form an LLC in the other state with the Nevada Series LLC as the sole Member. For example, Charles Lindbergh and Amelia Earhardt form a Nevada Series LLC, DEF LLC, with the business purpose of investing in real estate. Their first series, D Series, is created to hold Nevada 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 Nevada 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-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 Series LLC with a 401(k) Plan. Real estate and other assets would be purchased with Plan funds and such assets would be held by individual series of the Series-Special Purpose LLC For Self-Directed 401(k). When you are the administrator of the LLC's 401(k) Plan, you will 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.

A Series-Special Purpose LLC For Self-Directed 401(k) owner has to comply with the Internal Revenue Code, Employee Retirement Security Act of 1974 (ERISA) and corresponding regulations. Such self-directed 401(K) Plan owner is solely responsible for avoiding prohibited transactions and should seek the counsel of licensed attorneys and accounting professionals.

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) Plan owner, the spouse of the 401(k) Plan owner, the 401(k) Plan owner’s descendants, ascendants and spouses of descendants. That means a father, mother, grandfather, grandmother, son, daughter, grandson, and granddaughter of the 401(k) Plan owner are disqualified. However, a brother, sister, uncle, aunt or cousin are not disqualified. Of course, you should seek the counsel of licensed attorneys and accounting professionals before proceeding.

Of course, a Series-Special Purpose LLC for Self-Directed 401(k) Plan Operating Agreement is crucial. It is entered into by the Member(s) and the Series-Special Purpose LLC for 401(k) Plan. The Operating Agreement is designed to take advantage of the Series-Special Purpose LLC for Self-Directed 401(k) Plan concept by creating one or more series of interests, which will allow ownership of diverse properties. 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.

The cost of the Series-Special Purpose LLC for Self-Directed 401(k) Plan is just $1139.85 (a $100 savings!) for up to 4 members and $100 per additional members, and, as an additional bonus, it includes the required Series-Special Purpose LLC for Self-Directed 401(k) Plan Operating Agreement. Please note that the $999.90 includes one series, additional series are $100 extra.

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 and Operating 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 its 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.

The Operating Agreement sets forth, the business of the Limited Liability Company, its general operation and conduct of its affairs including its rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents.

For your convenience, we have attached a detailed explanation of the Limited Liability Company Structure, and brief descriptions of some of the most important items.

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. 
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.

SERIES LLC OPTIONS

Initial 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 $349.95 with up to 4 members (additional members are $50 each) if prepared in conjunction with the Series LLC formation process, $449.95 thereafter for up to 4 members (additional members are $50 each).

Additional Series Operating Agreement
Nevada 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. Your initial Series LLC operating agreement includes one series. Additional series are $349.95 if ordered at the time of formation of the Series LLC for up to 4 members (additional members are $50 each), $449.95 thereafter for up to 4 members (additional members are $50 each).

Series LLC Members Restrictive Agreement for a Series Limited Liability Company 401(k) Plan
We strongly recommend you enter into a Member Restrictive Agreement. This agreement is entered into by the Members and the LLC to enumerate and describe the rights and obligations of the Members to each other and to the 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 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.

Member Divorce Protection Provisions in the Series LLC Members Restrictive Agreement for a Series Limited Liability Company 401(k) Plan
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 company set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Members, and 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 company from divorce for an extra $75 when ordered with the Members Restrictive Agreement at the time of formation or $150 thereafter.
Series 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 LLC.
Subchapter S Tax Status for Single Member Series LLC
We strongly recommend that if you have a single member Series LLC, you elect to be taxed as a Subchapter S corporation. The reason is that when you have a single member limited liability company, if you do not elect to be specifically taxed as a corporation, the IRS taxes you automatically as a sole proprietor. This option is not in your best interest, as you will have to file Schedule C with your personal IRS form 1040 tax return which will have a much higher chance of being audited and you will not have the opportunity to take as many tax deductions as a Series LLC taxed as a corporation.

If you are a single member Series LLC, and the single member is an individual who is a citizen or permanent resident of the United States of America, or a Sub-S Corporation, our office can prepare the necessary documentation for you Series LLC to elect to be taxed as a Corporation. We will also prepare the necessary documentation for the Series LLC to be taxed as an S Corporation, in order to receive the maximum tax benefits available to you. The fee for our office to prepare all your documentation is $125.

If you are a single member Series LLC and the single member is an individual who is not a citizen or permanent resident of the United States of America, nor a Sub-S Corporation, our office can prepare the necessary documentation for your Series LLC to elect to be taxed as a Corporation. The fee for our office to prepare all your documentation is $50. If you instead wish to be taxed as a partnership, then we would recommend that you consider adding another member, it could be a parent, a sibling, a child, or perhaps by forming another corporation to be the other member. The other member could have a very small percentage of ownership interest in the Series LLC and you could limit their ability to vote, it is therefore also important to prepare and enter into an Operating Agreement between the members, and Series LLC to clearly spell out all the terms and conditions between the members and the LLC.

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.
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.

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.

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.

PROTECT YOURSELF!

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 LLC to indemnify and hold harmless its Managers and Members from any actions they take on behalf of the LLC. If a Manager or Member is ever sued for actions taken on behalf of the LLC, these provisions require that the LLC be held responsible, as agreed upon by the Managers and Members and the LLC. These important provisions and agreements cost only an additional $75 if ordered at the time of 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 a 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 if ordered with the formation of your LLC.
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 thereafter 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 Contractor 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 Company for only $150 if ordered with the formation of your LLC.

LEASE/AGREEMENT CONSULTATIONS

Avoid costly mistakes, always, always, always have any type of Agreement/Lease or otherwise legally binding agreement reviewed by an Attorney 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 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.

Have you considered:

• Rentable vs. Usable Space
• Reasonable Rental Rates
• Free Rent
• Best Length of Lease
• Options to Extend the Lease & Purchase of 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 sign one?)
• Renewal Terms
• Zoning Issues
• Landlord build out costs
• Change of Control of Tenant
• Signage Protection

BOOKS BY LAWRENCE J. SPIEGEL

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.

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

3 BUSINESS DAY SERIES 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 SERIES 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 SERIES LLC
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.

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.