Another paramount reason,
to select Spiegel & Utrera, P.A.
International CallersSpiegel & Utrera, P.A. is a fully licensed law firm that delivers professional legal services at extremely affordable prices.
"Start, Expand, Buy, Sell Your Business Today"  ON THE AIR  with Larry Spiegel and host Joe Castello. Listen to our show at
WHAT'S IMPORTANT TO YOU? Starting a Business? Anonymity? New Credit Profile? Tax Avoidance? Avoiding Probate? Tax Shelter?
Asset Protection? Building a Brand? Attracting Investors? At we can help!

On Monday, May 29th, OUR OFFICES WILL BE CLOSED for the Memorial Day Holiday. Memorial Day, is a day of remembrance for those who have died in our nation's service. Please use our online order form to place an order during closed business hours. Our offices will be open the following business day, Tuesday, May 30th. If you are a member of Spiegel & Utrera, P.A.'s General Counsel Club and need immediate business or personal legal advice, you can email or call (800) 734-9900 during normal business hours.

Will Your Corporation be Seeking Outside Investors by Selling An Ownership Interest in the Corporation While, at the same, you retain control of the Corporation?

Recapitalization of a Corporation and Stock Dividend

Complete the information requested and click submit and your request will automatically be emailed to Spiegel & Utrera, P.A. You can expect a reply from Spiegel & Utrera, P.A. within four business hours.

Many times a corporation will seek an investor but before it actually consummates that transaction, it increases the number of shares it has available to issue to investors. It is not uncommon for a corporation to recapitalize itself with 10 million shares. The proper way to consider this is to place a value on your company which includes your expectations of its profits, your ideas and the influence that you are exerting in making your company a success. Let’s say as a result of this, you value your company at $500,000. You then go out and recapitalize the company with 10 million shares. That would mean each share in the stock in the corporation has a market value of 5 cents then you would bring investors in at that rate and issue them shares. If a person was investing $10,000 in your corporation, they would receive 200,000 shares. However, during the re-capitalization process and before any shares are issued to an investor, you would want your corporation to issue you a stock dividend for as much as 60% or 70% of the shares of the corporation to yourself. This is a non-taxable transaction and protects you from losing your majority control of the corporation. So when we talk about recapitalization, we are also talking about a stock dividend.

Desired number of shares for the corporation to be recapitalized at:

100,000500,0001 million2 million
3 million4 million5 million10 million
20 million30 millionOther Amount:
Stock Dividend
Name of Existing Shareholders

Number of Shares Currently Held

Adding an Additional Class of Stock to Your Corporation

Generally corporations have one class of stock. But they may have different classes of stock. Please bear in mind, however, that a Sub Chapter S Corporation may only have one class of stock. However, having common voting and common non-voting stock are not considered two classes. Other classes of stock which you might consider having for a regular corporation are preferred stock and convertible preferred stock.

I have questions on recapitalization, stock dividends or adding an additional class of stock to my corporation. Please have an attorney call me to discuss these topics.


Name of Entity or Instrument:

Type of Entity:
Profit Corporation
Non Profit Corporation
Limited Liability Company
Professional Corporation
Professional Limited Liability Company
Limited Partnership
Limited Liability Limited Partnership
Family Limited Partnership
General Partnership
Limited Liability Partnership
Sole Proprietorship
Last Will and Testament
State of Domicile of Entity:

Year Formation of Entity:    Was Entity formed by Spiegel & Utrera, P.A.? Yes No

Your Name: * REQUIRED

Your Telephone Number:

Home: * REQUIRED  Cell: Business:   Fax:

Your Email Address:

Your Position in Entity: (Check all that apply)
PresidentVice PresidentBeneficiary
Operating ManagerSecretaryTreasurer
Other, Please describe:
Complete the additional information requested and click submit and your request will automatically be emailed to Spiegel & Utrera, P.A. You can expect a reply from Spiegel & Utrera, P.A. within four business hours.

Type the word in the image to validate

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.

Back To TopSpiegel & Utrera, P.A.Back To Top
MiamiOrlandoLos Angeles
1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney
707 East Colonial Drive
Suite B
Orlando, Florida 32803
Toll Free: (888) 991-9700
(407) 898-5500
Fax: (407) 894-5700
William M. Homsi, Esq.,
Managing Attorney
8939 S Sepulveda Blvd.
Suite 400
Los Angeles, CA 90045
Toll Free: (888) 520-7800
(310) 258-9700
Fax: (310) 258-9400
Lioness J. Ebbay, Esq.
Managing Attorney
New York CityDelawareLas Vegas
1 Maiden Lane
5th Floor
New York, NY 10038
Toll Free: (800) 576-1100
(212) 962-1000
Fax: (212) 964-5600
Gracielle R. Cabungcal, Esq.
Managing Attorney
9 East Loockerman Street
Suite 202
Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney
1785 E Sahara Ave
Suite 490
Las Vegas, NV 89104
Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
Michael R. Carrigan, Esq.,
Managing Attorney
ChicagoClifton, NJPhoenix, AZ
123 West Madison Street
Suite 806
Chicago, IL 60602-4620
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney
642 Broad St., Suite 2
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Gracielle R. Cabungcal, Esq.
Interim Managing Attorney
130 North Central Avenue, Suite 303
Phoenix, AZ 85004
Toll Free: (800) 603-3900
(602) 603-1722
Fax: (602) 603-1721
John Burton, Esq.
Managing Attorney
AtlantaGeneral Counsel Club®International Clients & Requests
34 Peachtree Street NW
 Suite 1925
Atlanta, GA 30303
Phone:  (404) 329-4800
Fax: (800) 520-7800
Tamara L. Klopenstein, Esq.
Managing Attorney
Unlimited Legal & Business Advice
Toll Free: 1 (800) 734 - 9900
         Fax: 1 (800) 520 - 7800
Natalia Utrera, Esq.,
Managing Attorney
Spiegel & Utrera, P.A. WILL CALL YOU with your SKYPE NAME


Submit your skype details or
open a free Skype account by
clicking here

 International callers can also call our office directly by dialing your country's call exit code (e.g. 00) + 1 305 854 6000 , Extension 208

Changes, Modifications, Additions, Deletions and Other Services

You can expect a reply within 4 business hours.

Back To Top

Back To Top
Back To Top

Material presented on is intended for information purposes only. It is not intended as professional advice and should not be construed as such. The U.S. Treasury Department requires us to inform you than any information obtained from this website is not intended or written by our law firm to be used, and cannot be used by any taxpayer, for the purpose of avoiding any penalties that may be imposed under the Internal Revenue Code. Advice from our firm relating to Federal tax matters may not be used in promoting, marketing or recommending any entity, investment plan or arrangement to any taxpayer.

Spiegel & Utrera, P.A. and
Privacy Policy
Copyright ©MMI, ©MMIV, ©MMV, ©MMIX Spiegel & Utrera, P. A.
All Rights Reserved
Spiegel & Utrera, P.A. and
Service Terms & Cancellation Policy