• General Partnerships;

• Limited Partnerships; and

• Limited Liability Partnerships.

A general partnership consists of partners that manage the day-to-day operations of the business and that invest in the general partnership. The partners invest capital and share in the profits and losses of a partnership venture. The partners are agents for each other, which means that if a partner enters into an agreement, it binds the other partner as well. Therefore, it is essential (and this is a good rule of thumb in business no matter what type of entity is chosen) that the partners trust and are comfortable with each other’s business decisions.

A general partnership does not have limited liability, which means creditors can reach business and personal assets of the partners. For this critical reason, we recommend that clients form a limited liability limited partnership, a limited liability company or a corporation.

A general partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a general partnership is not subject to direct taxation. Instead, the partnership must file a return and the partners assume liability for their share of the general partnership's gain or loss on a form and their individual returns. Avoiding the entity level tax ensures that income flowing into a general partnership is taxed only once.

In order to process your General Partnership, you will need a General Partnership Agreement prepared by our Firm or, if you already have a General Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed General Partnership stating counsel has reviewed the General Partnership Agreement and such Agreement is fully compliant with New York law and represents the business entity contemplated by the parties.

We will form your General Partnership under the personal direction of a qualified attorney who makes certain that all requirements are met.

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.
 
What's more, for your General Partnership, we strongly urge you to get a General Partnership Agreement. A General Partnership Agreement is an agreement between the owner(s) of the General Partnership. It defines their duties and responsibilities to each other and to the General Partnership. With a General Partnership Agreement, you can prevent the sale of General Partnership Interests to outsiders unless the remaining owners agree to it and numerous other thorny issues unique to multi-ownership situations. We'll work up these agreements for you, if you wish.

Should you have any questions regarding General Partnership Agreements or General Partnership, 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

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

Non-Voting Partnership 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 General Partnership. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll draft a special provision for your Partnership Agreement and issue special certificates for non-voting partnership 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 Partners Restrictive Agreement.

Service Agreement
If your General Partnership 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 General Partnership. 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.

New York Fictitious 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 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 New York. If ordered at the time of forming your company, we offer this service for an additional $149.95 for two week service; $224.95 for 3 day service and $299.95 for next day service. Please bear in mind that the service completion time begins with the formation of your new company.

Anonymity
For privacy reasons, many clients prefer not to disclose their identity when filing a company. This can be accomplished with our anonymous company filing. This service is only available at the time of filing your company. The additional fee for this service is a one time charge of $50.

Please note that in New York many banks, New York Department of Revenue - Sales Tax Division and the New York Bureau of Worker's Compensation require that some Partners not be anonymous. However, you may still take advantage of this anonymity by insuring that the General Partnership 's other Partner(s) will remain anonymous.

Mail Forwarding Service
If you have not set up your General Partnership office or you want your attorney to receive your General Partnership 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 a General Partnership. You will need it to operate your business and open a bank account for the General Partnership. We can obtain this number for you and the advantage of allowing us to get it for your General Partnership, is that we will deliver it with your General Partnership 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.

NEW YORK BUSINESSES

New York New Hire Reporting
Federal law requires all New York 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. The penalty for failure to timely report newly hired employees or for failure to file a report showing the required information is $20, per each newly hired employee. If the failure to report is a result of a conspiracy between the employer and employee, the penalty will be $450, multiplied by the number of employees not reported or the number of false or incomplete reports filed. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your General Partnership’s information, and you may re-use them for each person you employ.

New York Unemployment Tax Account Number
This number is used to withhold New York Unemployment Taxes from your Company's payroll. If you have any employees on the payroll, including yourself, you will need this account number. We can initiate the documents for this account number for you and deliver it with the General Partnership. The cost at the time of forming your General Partnership is only $35.

New York Sales Tax Number and Certificate of Authority
If you sell goods or taxable services, this is your sales tax account number with the State of New York as well as the Certificate of Authority to charge Sales Tax in New York State. This account number also allows you to buy goods for resale or export and not pay any State sales tax. Once you obtain a Sales Tax Account Number, you are registered as a Sales Tax Vendor in New York State. The fee to initiate the documents for you to obtain this number is $35 when ordered at the time of forming your GENERAL PARTNERSHIP.

New York Purchaser's Blanket Resale & Exemption Certificates
State and local tax laws require that vendors maintain properly executed Exemption Certificates given to them in good faith by all of their customers who claim New York 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 for which you are exempt from paying State or local sales taxes. The fee for a set of 6 Re-Usable Certificates is only $35 when ordered in conjunction with the formation of your General Partnership.

GENERAL PARTNERSHIP OPTIONS

General Partnership Agreement
In order to process your General Partnership, you will need a General Partnership Agreement prepared by our Firm or, if you already have a General Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed General Partnership stating counsel has reviewed the General Partnership Agreement and such Agreement is fully compliant with New York law and represents the business entity contemplated by the parties.

A well-drafted General Partnership Agreement is intended to:

• Describe the day-to-day operations of the business, management powers and control of the partners;

• Describe the amount of capital contributions that the partners have to make, how much and when distributions of profits will take place and allocate losses among the partners to minimize tax liability;

• Provide a framework for the settlement of disputes between partners by allowing mediation and arbitration as a quicker, cheaper method;

• Prevent a partner from selling his partnership interest to a third party without first offering it to existing partners as a right of first refusal;

• Provide a framework for the purchase of a General Partnership interest by the remaining partners in the event a partner dies with a right of first refusal;

• Prevent a partner from competing against the General Partnership by selling the same products or offering the same services;

• Require partners to maintain the confidentiality of all customer names and other business records so that partners don’t run off with valuable General Partnership secrets or intellectual property;

• Prevent a partner from impairing the goodwill of the General Partnership by bad-mouthing the management or financial standing of the business; and

• Prevent a partner from soliciting customers of the General Partnership for new partnership 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 General Partnership with multiple owners. Remember the old adage, "An ounce of prevention is worth a pound of cure." Your cost is only $849.95 if prepared in conjunction with the formation of your General Partnership.

Partners Restrictive Agreement
We strongly recommend you enter into a Partner Restrictive Agreement. This agreement is entered into by the Partners and the General Partnership to enumerate and describe the rights and obligations of the Partners to each other and to the General Partnership. More particularly, it affords a right of first refusal where in the event a Partner wants to transfer their partnership interest it requires approval and/or a buyout by the other partners.

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 General Partnership. 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 General Partnership.

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

Lender’s Agreement & Promissory Note
Initially a General Partnership needs a cash infusion. Additionally, the General Partnership may require a continuing advance of funds for some time. Its important to minimize the amount of money a Partner is required to in the General Partnership because the Partners could be held personally liable by the General Partnership and/or the creditors of the General Partnership for not contributing all the funds the Partners had initially agreed to contribute to the General Partnership. How does the General Partnership get the money? After the initial purchase of its General Partnership interests, generally, the General Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their General Partnership interest (not the preferred method as previously stated) or (2) loan money to the General Partnership. Lending money to the General Partnership is the preferred method to advance money to the General Partnership because the lender is seen as a creditor of the General Partnership. The lending of money to the General Partnership 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 General Partnership and also provide for future advances of money the lender might make to the General Partnership. 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 General Partnership is only $75.

Security Agreement for the General Partnership
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 General Partnership 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 General Partnership 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 General Partnership.

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 Consultations at our Los Angeles office 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.

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

TAX SAVING LEASE AGREEMENTS

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

Office Equipment Lease
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the General Partnership, you create a legitimate business expense for the General Partnership 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 General Partnership.
 
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 General Partnership 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 General Partnership for a specific period of time after leaving its employment.

• It prohibits the employee from disclosing any of the General Partnership's business records, computer data, trade secrets, methods of operation, et cetera.

• It prevents the employee from soliciting customers or clients of the General Partnership.

• It prevents an employee, after leaving the Corporation's employment, from soliciting the General Partnership'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 General Partnership is given substantial clout in preventing an employee from joining a competitor, or competing against the General Partnership and disclosing business secrets to anyone. The Agreement may be re-used by the General Partnership 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 General Partnership 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 General Partnership for a specific period of time after the project is completed.

• It prohibits the Contractor from disclosing any of the General Partnership's business records, computer data, trade secrets, methods of operation, et cetera.

• It prevents the Contractor from soliciting customers or clients of the General Partnership.

• It prevents the Contractor, after leaving the General Partnership, from stealing the General Partnership'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 General Partnership for only $150 if ordered at the time of formation of your General Partnership.

BOOKS BY LAWRENCE J. SPIEGEL

Detours and Contradictions
Want more out of your General Partnership? 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 General Partnership. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your General Partnership. 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 -- General Partnership Packages, generally weigh approximately 4 pounds and are available for Pick up at any of our offices or may be shipped to you via Regular (2-3 day) Service for a charge of $17.95 or via Overnight Delivery for a charge of $30.95.

SPEED OF SERVICE OPTIONS

NEXT DAY GENERAL PARTNERSHIP
If you need your General Partnership formed urgently, for an additional $175 we can expedite the registration of the General Partnership and preparation of the General Partnership Records and the General Partnership Package will be ready the next business day.

3 BUSINESS DAY GENERAL PARTNERSHIP
If you need to form your General Partnership fast, we offer a 3 Business Day General Partnership formation service for an additional $100. We will expedite the registration of the General Partnership and preparation of the General Partnership Records and the General Partnership Package will be ready in 3 business days.

Orders received after 3:30 pm will be processed the following business day.

REGULAR SERVICE GENERAL PARTNERSHIP
The regular processing time for a General Partnership is approximately two weeks. The General Partnership Package includes all the documents and the General Partnership Seal.

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 General Partnership 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.

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