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Incorporate in Florida | A Lawyer’s Comprehensive Guide to Incorporation

Incorporate in Florida | A Lawyer’s Comprehensive Guide to Incorporation published on

INCORPORATE IN FLORIDA

Entrepreneurs seeking to incorporate in Florida have several options that get the job done but can get narrowed down into two categories—lawyer agencies and non-lawyer agencies. The issue of incorporating in Florida with non-lawyer agencies is that you are organizing a legal entity, and those services can’t give you the legal advice that you will eventually need (preferably sooner than later) to avoid losses, save you money now and in the long-run, and put you in an advantageous position to protect yourself, your business, and your assets.

We’ve designed an incorporation program unmatched by any other in the country. Our mission is to provide an entrepreneur with everything they need when they incorporate in Florida; custom articles of incorporation with special provisions that will give you the upper hand while protecting your business, a complete corporate kit with a seal and book, bylaws, minutes, stock certificates, and more—and the legal advice that will give you awareness on what it is you can and can’t do, what business licenses you need, and where the pitfalls are in your jurisdiction. Our goal is to do this for a price lower than our competitors, and in the future continue to provide support for your business when you need to start, expand, buy, sell a business, or need legal representation!

HOW TO INCORPORATE IN FLORIDA

There are several options available for entrepreneurs researching how to incorporate in Florida, but not all are equal in value and benefits or advice:

incorporate-in-florida-by-yourself

INCORPORATING BY YOURSELF

First-time entrepreneurs might find it tempting to register their entity themselves (we don’t recommend this!). Incorporating in Florida by yourself places the responsibility on you to form a legal entity. Additionally, only a lawyer will be able to advise you of the best legal structure and provisions to have in your articles of incorporation or organization. Others will try to cut corners by hiring a non-lawyer agency to prepare this legal formation. Many agencies will charge significantly more than our service. Entrepreneurs get notably more for a better price by incorporating with Spiegel & Utrera, P.A. at AmeriLawyer.com. Spiegel & Utrera, P.A. also offers free legal, business, credit, and tax advice with 110% lowest price guarantee when you incorporate.

No Legal Advice
No Corporate Kit
No Stock Certificates
No By-Laws
incorporate-with-a-non-lawyer-agency

INCORPORATING WITH A NON-LAWYER AGENCY

Incorporating in Florida with a non-lawyer agency or service may help you file paperwork to start the incorporation process. The reason we don’t recommend this is that for a lower cost, at Spiegel & Utrera, P.A. you can have attorneys on your side giving you free legal and business advice and customizing your corporate kit records book and seal based on our 175 years of cumulative experience with over 243,000 clients—giving you an outstanding advantage over your competitors.

No Legal Advice
No Corporate Kit
No Stock Certificates
No By-Laws

INCORPORATING WITH SPIEGEL AND UTRERA, P.A.

Incorporating in Florida with Spiegel & Utrera, P.A. equips you with a unique bundle that blows other incorporation services away from comparing in value, quality, and cost. First, we provide fully-custom articles of incorporation with a complete corporate kit that includes corporate records book and seal, bylaws, minutes, ownership register, preliminary name search, banking resolution, and stock certificates. As part of our complete incorporation package, the attorneys at Spiegel & Utrera, P.A. provide each of our clients with legal, business, credit, and tax advice based on the needs and implications of their business. We also ensure that you can’t get a better deal anywhere else by backing our service with a 110% Lowest Price Guarantee.

Includes State Filing Fee
Articles of Incorporation
Legal and Business Advice
Stock Certificates
Corporate Seal
Corporate By-Laws
Corporate Minutes
Corporate Records Book

INCORPORATE A BUSINESS IN FLORIDA

There are several legal entities to choose from when preparing to incorporate a business in Florida. We’ll give you the nuts and bolts of each one to get you started on making an educated decision of which corporation is appropriate for your needs in incorporating your business in Florida. Call our office at (800) 603-3900 for a free attorney consultation.

incorporate-a-corporation-in-florida

C-Corporation

C-Corporations are the standard corporations—providing you with limited liability, asset protection, business tax deductions, and privacy among other business and legal advantages. A primary factor that may deter small business owners from starting a C-Corporation is its requirement of having to file both a personal and business income tax return. Double taxation is a disadvantage for many—but it ultimately depends on the multiple factors surrounding your business. When choosing a C-Corporation to incorporate a business in Florida, another point to consider are the higher maintenance costs due to annual state reports and fees. Give us a call for a free consultation if you’re on the fence about whether or not to start a C-Corporation and our lawyers will point you in the right direction.

incorporate-an-ic-disc-in-florida

IC-DISC Corporation

An IC-DISC stands for an Interest Charge-Domestic International Sales Corporation. This type of corporation is entitled to tax advantages for businesses that involve U.S. manufacturing of goods for export. Even though an IC-DISC pays no U.S. income taxes, it still has to file an annual U.S. income tax return. The permanent tax savings for U.S. exporters and their shareholders can be as high as 20 percent. Please note that you do need legal advice regarding the process of forming an IC-DISC—including the preparation of by-laws and corporate books and records.

incorporate-an-s-corporation-in-florida

S-Corporation

An attractive form of doing business is starting an S-Corporation to incorporate in Florida—mixing the legal and business advantages of a C-Corporation with the benefit of being taxed solely once on the owner’s individual income tax return, like a partnership. Pass-through tax treatment means the profits and losses of the Corporation flow directly to the owners, letting an S-Corporation avoid the double taxation of a C-Corporation. For other purposes, such as business tax deductions, liability and asset protection, the S-Corporation functions similarly to a C-Corporation.

non-profit-corporation

Non-Profit Corporation

Forming a Non-Profit to incorporate in Florida will result in a corporate entity that has no equity owners that hold shares of stock. Also, the Corporate income is not distributable to any of its members, directors, or officers. Don’t let this fool you though; a non-profit can still be a profitable option. We recommend that you also apply for a 501-C3 tax exemption; unique tax deductions and the ability to receive grants and loans for your organization towards labor and equipment costs.

llc

Limited Liability Company (LLC)

As the name suggests, an LLC gives the owners (known as members) liability protection against claims and creditors. If the LLC has one member, it may be taxed only once on the individual member’s income tax return (like an S-Corp or Sole Proprietorship); if the LLC has multiple members, it may be subject to double taxation (like a C-Corporation). An LLC is a very versatile entity to do business with, and utilizing the proper strategy and structure can provide you with exceptional asset protection.

incorporating-a-professional-service-corp-in-florida

Professional Service Corporation

Licensed professionals seeking to render their services to the public can incorporate in Florida with a Professional Service Corporation—including doctors, accountants, architects, social workers, massage therapists, dieticians, interior designers, and personal trainers, to name a few. Owning shares of stock in a professional service corporation may only be possible for a licensed professional; clerks, bookkeepers, secretaries, technicians, and other assistants who aren’t licensed and are not rendering professional services may not be eligible. Tax benefits are a primary reason for starting a professional service corporation; tax deductions for health and accident insurance can get realized by forming a professional service corporation, and it may also deduct up to 80% of the dividends.

Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

WHY INCORPORATE IN FLORIDA

Entrepreneurs incorporate in Florida for several reasons, such as the State’s low filing fee. Many other States ask for a generous State filing fee to get started, among other requirements and limitations that Florida doesn’t have. Unlike some other States; incorporating in Florida doesn’t require a minimum amount of capital under your corporation, and won’t demand more than one director—making it easy to incorporate an S or C Corporation when you have limited resources and no one to include as a director of the corporation. Businesses that incorporate in Florida won’t cease to exist when the owner passes, making ownership easily transferrable to an heir or shareholder of the corporation. Also, a Florida Corporation may still get revived years after having been administratively dissolved, within a few days of applying for reinstatement and paying the state fees. A primary reason to Incorporate in Florida is its lack of State taxation, which other States like Georgia require on top of the federal income tax return.

COST TO INCORPORATE IN FLORIDA

When determining the cost to incorporate in Florida, we have to look beyond the initial filing of the corporation—and look at the long-term financial implications originating from your chosen method of incorporating and corporation type. Here are a few relevant factors to consider when evaluating the overall cost to incorporate in Florida:

  • Registered Agents
    Registered Agents are a mandatory item in your articles of incorporation. The state requires you to have a point of contact to receive official documentation and service of process, and P.O. boxes don’t fulfill this requirement. If you need a registered agent, you will have to consider that cost when incorporating in Florida.
  • Legal Provisions
    Does the business you’re starting benefit from special legal provisions in your articles of incorporation? If you’re incorporating in Florida by yourself or through a non-lawyer agency, the Articles of Incorporation may lack the provisions needed to protect yourself from future liabilities. One such provision would be an indemnification agreement, shielding you from burdens, losses, or damages—while ensuring suitable compensation for any losses or damages you accrue. The potential risks and costs of not having special provisions when you incorporate in Florida is a factor that should get considered when determining what the incorporation might cost you overall.
  • Mail-Forwarding Service
    If you don’t have a physical location in Florida, you may need a mail-forwarding service with a physical location in the state. Registered agent services only forward official correspondence such as mail from state government and service of process, but are required. We can function as your physical address in Florida; efficiently processing and forwarding all mail and correspondence to you while meeting the need of having a physical location in the state.
  • Business License
    Some businessmen and women don’t realize that they need a business license to operate when incorporating in Florida, which is another reason why doing it with a law firm over a non-lawyer agency is essential; a corporate attorney will know what business licenses you need and help you avoid any negative legal implications, which are typically inexpensive to prevent, and very costly to overcome.
  • Legal Agreements, Advice, and Representation
    The term “better safe than sorry” fall on deaf ears for entrepreneurs that choose to take shortcuts, procrastinate, and stay ignorant to their need for legal support. Most if not all entrepreneurs benefit from the protection of legal documents such as partnership agreements, operating agreements, shareholder agreements, leases, asset purchase agreements, proposal and service agreements, indemnification agreements, employment agreements, and other complex contractual documentation.

INCORPORATE IN FLORIDA FOR ASSET PROTECTION

Creating a business entity, such as a corporation, protects the owner with limited liability from all debts and claims placed on the business and provides an entrepreneur the opportunities to segregate the business assets from the personal. Many states allow entrepreneurs to exempt particular assets from claims and creditors but may be subject to specific limitations, including a threshold for the value of an asset to qualify for protection.

Need an asset protection strategy? Our law firm has many years of experience successfully helping people protect themselves and their wealth using Corporate and Estate Planning Law synergistically. Broad knowledge and history in only one of these practice areas but not the other will result in a sub-optimal asset protection program. Call our office at (800) 603-3900 for a free consultation with our attorneys immediately. For more information and strategy, check out our asset protection page here.

FLORIDA INCORPORATION RECORDS BOOK AND SEAL

A corporate records book is a compilation of a Florida corporation’s most important documents and certificates—with the seal being a corporation’s signature as an imprint for official paperwork. Let’s go over the different contents of a corporate kit and why you should be aware of their importance before you incorporate in Florida:

  • Articles of Incorporation
    The core item of a corporate records book is the Articles of Incorporation; a legal document attained when you incorporate in Florida, granting your business the legal entity status and existence as a corporation. The articles of incorporation contain all of the corporate and shareholder info, including any special and protective provisions you may want to add.
  • Corporate Minutes Book
    The corporate minutes are the historical records of the meetings held by the corporation’s directors, shareholders, officers, or committees. An assigned person will keep records on every decision, outcome, or resolution discussed in that meeting and collect them into the corporate minutes’ book. The corporate minutes may get asked for in significant legal and business matters such as IRS audits, raising capital, accounting, and court proceedings—among others.
  • Corporate By-Laws
    Corporate by-laws are the rules and regulations for the corporation. Every business requires guidelines in which to operate; by-laws direct those of authority in their duties to overlook and manage the corporation. By-laws will typically include a corporation’s purpose or mission, the officers’ titles, duties, requirements, and privileges—when, where, and how meetings will be held—shares and stock info, among corporate processes and procedures.
  • Stock Certificates
    A Corporate records book also contain stock certificates, which are legal documents declaring that you own shares of stock within a corporation. Corporate stock certificates get designed with complicated art designs to keep them from being copied or counterfeit, and they typically include an ID number and signatures from corporate authorities.

BUY AN EXISTING CORPORATION IN FLORIDA INSTEAD OF INCORPORATING

A good option for those that don’t have the time to incorporate, is to buy an existing Florida corporation—also known as a shelf corporation or “Reddi Corp.” Shelf Corporations are an excellent option for those that need a corporate entity in Florida immediately or one that’s existed for a long time. The name of any shelf corporation may be changed, and all current year Shelf Corps are guaranteed to be in good standing with the state. For a complete list of our shelf and aged corporations, visit our Reddi Corps page.

leveraged-buyout

No Money? No problem. Purchase a Corporation with no money down using the Leveraged Buyout!

People buy property such as houses and apartment buildings all the time with no money down; so why not a business? The leveraged buyout consists of:

  • A long-term loan agreement to provide working capital.
  • A security agreement to give the lender confidence in the deal.
  • An asset purchase agreement for the acquired corporation’s accounts, intellectual property, inventory, and other assets.
  • A stock purchase agreement for the shares bought by the acquirer.

Call us for a free attorney consultation to receive guidance on whether a leveraged buyout is right for you.

Alright, so you’ve incorporated in Florida! Great. Now it’s time to grow and expand your corporation. Spiegel and Utrera, P.A. offers a boutique service without the price tag, called our “General Counsel Club.” Membership in this service allows business owners the exceptional advantage of receiving unlimited legal, business, credit, and tax advice from our skilled corporate attorneys for only $139.95 per year. . Spiegel & Utrera, P.A. may advise you on what’s worked for other corporations like your own and may be able to provide strategies, like lead generation systems for your business. By giving you experienced counsel and guiding you through the complications that arise with your new enterprise; allowing you to focus on the aspects of your business that truly matter to you.

As if unlimited advice from attorneys for $139.95 per year wasn’t enough; check out our additional member bonuses:

An ad on our website’s Client Bulletin Board!
Preparation of the notice and minutes of your corporation’s annual meetings.
Review of all your State filings.
Subscription to our published newsletter, “Entrepreneur’s Alert.”

EXPAND
A CORPORATION IN FLORIDA

SELL A CORPORATION IN FLORIDA

For those interested in selling a Corporation; our clients are currently seeking to buy Corporations! If you have a corporation that you aren’t actively doing business with, our clients may be interested in purchasing your entity. We will list your entity on our website for 6 months for as little as $99.95. Click here for more information.

Click here to Sell Your Corporation.

MERGE CORPORATIONS IN FLORIDA

A merger is the fusion of two corporations to form a new single business entity. Entrepreneurs may mistake a merger with an acquisition, which is one corporation absorbing another—not becoming a new entity like in the case of a merger. Corporations use mergers to optimize productivity, maximize profits, and extend operations. Mergers can arise from corporations within identical, comparable, or entirely unrelated businesses.

Click here to Merge Corporations.

GET A FICTITIOUS NAME FOR YOUR FLORIDA CORPORATION

The primary reason to acquire a fictitious name is to do business with a different corporation name without having to incorporate a new entity in Florida. A fictitious name is useful as a marketing strategy to emphasize the service or products you offer and include the locations you service to target local customers. Once your fictitious name is registered, you can legally use your localized fictitious name on print ads, billboards, bus stops, etc. A fictitious name or “DBA” doesn’t form a new corporation or legal entity; it solely allows corporations to do business under various names.

Click here to Register your Fictitious Name.

TAX ADVANTAGES OF INCORPORATING IN FLORIDA

The goal of incorporating in Florida from a tax perspective—is to transform as many non-deductible personal expenses into deductible business expenses. Examples of this include the use of your motor vehicle by and for the corporation, the use of part of your residence as a home office, and legitimate travel expenses among other relevant business tax deductions.

Click here to get a list of Florida IRS Tax Forms or click here to get unlimited tax, legal, credit, and business advice for $134.95 Per Year with Spiegel & Utrera, P.A.

Click here to view IRS Forms for Corporations.

RELEVANT ISSUES WHEN INCORPORATING IN FLORIDA

Beyond the initial setup of your Florida Corporation, there are additional legal services that you can expect from us with no additional charge. Each order placed with Spiegel & Utrera, P.A. includes one-on-one personalized service from our lawyers, explaining the different issues relevant to your incorporation in a way that’s easy to digest—so that you can make educated choices when and after you incorporate in Florida. Some of the relevant issues that you need to take into consideration but which you may not know of when you incorporate in Florida include:

  • Different tax advantages.
  • Indemnification and covenant not to sue.
  • Federal, state and local filing requirements.
  • Name protection.
  • Available agreements.
  • Corporate formalities and records.
  • Lease and contracts.
Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

Client Testimonial: Roger Davis

★★★★★

My attorney for 30 years. They really do more than just set up corporations. I needed somebody to help me out of a serious legal matter they were able to take on the case for less than 1/2 of what the other attorney was charging me. Become a member of their Club it's like a hundred forty bucks a year and you get all the free legal advice you want. What a cheap insurance policy. I am so glad that I have them on my side.

Delaware Blockchain Corporation and LLC

Delaware Blockchain Corporation and LLC published on

Delaware Blockchain Corporations and LLC’s

Delaware has recently signed into law amendments to the Delaware General Corporation Law (“DGCL”) and the Delaware Limited Liability Company Act (“DLLCA”) intended to keep the acts current and relevant by providing Corporations and LLC’s the authority to use networks of electronic databases like Blockchains to create and maintain business records, ultimately, setting up the groundwork for your business to pioneer forward into the direction of greater security, reliability, transparency, and efficiency with smart contracts!

Here’s how it works

New and existing Delaware Corporations or LLC’s now have the option to “tokenize” the Corporation’s stock or LLC’s ownership interest on Blockchain in the form of a Cryptocoin.

First, select a Cryptocoin name and a “ticker symbol” (e.g. Bitcoin (“BTC”)).

Next, our firm will code and deploy your smart contract(s) on the Ethereum Blockchain and create the client’s Cryptocoin to reflect the corporate stock or LLC ownership interest.

Then, we memorialize your Cryptocoin information and the smart contract address(es) in the Corporation’s certificate of Incorporation or LLC’s Certificate of Organization or with an amendment to existing Articles of Incorporation or Certificate of Organization, which must be approved by the Secretary of State.

Lastly, we’ll transfer your Cryptocoins to the respective Shareholder’s/Members’ Ethereum Wallets.

Order a Delaware Block Corporation or a Delaware Block Chain LLC here. Or submit your contact details below to get more information and speak with one of our attorneys.

Submit contact details to speak to an attorney about Blockchain Corps and LLCs:
*Please give us up to 4 business hours for our attorneys to contact you.

Why do you need a Blockchain Corporation or a Blockchain LLC?

It’s simple! Experts predict that in the near future, smart contracts like Bitcoin will be able to facilitate and verify or enforce the negotiation or performance of a transaction, which gets recorded on the Blockchain.

With your Spiegel & Utrera, P.A. issued Crypto coin you will have the ability to execute a smart shareholder agreement, smart service agreement, smart lease agreement, smart purchase or sale agreement, smart employment agreement and more on the Ethereum Blockchain. The first step, when you incorporate, is to set up your Blockchain Delaware Corporation or Blockchain Delaware LLC and get your entities’ own Cryptocoin.

Benefits of Smart Contracts on the Blockchain:

blockchain
Greater Security.
Greater security by record-keeping and encrypting transactions across a network of computers, keeping sensitive data from hacking, fraudulent, and unauthorized activities.
blockchain
Reduced Costs.
Reduced costs by minimizing the need for middle-men, third parties, and expensive agreements to make guarantees during a business trade, being you don’t have to trust your trading partner—only the data on an unchangeable version of a Blockchain.
blockchain
Increased Efficiency.
Transactions and settlements get completed with greater efficiency, safety and speed due to a single digital ledger that gets shared among participants, eliminating the need for multiple paper-heavy ledgers that are prone to human error.
blockchain
Improved Tracking.
Improved tracking, traceability, and authentication of historical transaction data with complex supply chains, helping to prevent fraud and the possibility of misinformation.
blockchain
More Trust, Reliability, and Transparency.
Greater transparency and trust among business and trading partners due to participants having access to the same network with data that can’t get changed or updated unless all network participants agree on it. Blockchains also make for a great shareholder voting method.

Each Blockchain Corporation or Limited Liability Company is COMPLETE

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
INCLUDES 110% Lowest Price Guarantee


corporate-kit

5 Common Mistakes When Starting a Business

5 Common Mistakes When Starting a Business published on

5 Common Mistakes When Starting a Business

mistakes-when-starting-a-business

Let’s go over the 5 common mistakes when starting a business. Starting a business today comes with many relevant issues that you need to take into consideration, but which you may not be aware of: the different entity types and their respective tax advantages—liability, asset, and name protection—federal and state filing requirements, indemnification and covenant not to sue, corresponding agreements, leases, and contracts, along corporate formalities and records. Below are the 5 common mistakes when starting a business and how to avoid them.

Common Mistake #1: Choosing a Non-Lawyer Agency to Incorporate

Most entrepreneurs know that you should use a corporate business attorney to incorporate—however, some will use a third-party agency or turn it into a do-it-yourself project, in which you’ll get the articles of incorporation and little else. The problem is that you need a lot more than that. Assuming that you know which entity type is the best choice for the legal, business, tax, credit, liability, and asset protection outcomes that you want, there are other things to take into consideration that will help you avoid legal and business pitfalls, and come out on top among your competitors. What most people don’t know is that a business formation law firm like Spiegel & Utrera, P.A. will customize your articles of incorporation, corporate records book, bylaws, minutes, stock certificates and more—while giving you legal, business, credit, and tax advice based on your needs—all for a similar cost of doing it with a non-lawyer party.

In fact, for only $29.95 more than the required state-specific filing fee—Spiegel and Utrera, P.A. will not only customize your articles of incorporation, but you’ll get a complete incorporation package with free legal and business advice from our attorneys. It includes filing your paperwork with the state, a custom corporate records book and seal, corporate minutes, bylaws, ownership register, banking resolution, stock certificates, and a preliminary business name search. All of this gets backed with a 110% lowest price guarantee. Now you might be thinking: How do you even make money offering so much for such a low price? Well, we don’t. We want to build a business relationship with our clients first and provide an incredible service at an impossible price; this is how we’ll earn your business in the future when you need further legal or business-related services for your Corporation or LLC. Click here to incorporate or form an LLC online. You’ll get a free corporate kit plus legal, business, credit, and tax advice from our attorneys.

Common Mistake #2: Choosing the Wrong Type of Business Entity

Another common mistake that people make when incorporating is choosing the wrong type of business entity, which stems from a limited understanding of what the different tax, business, and legal implications of their choice can mean for their corporation. Typically when people incorporate on their own, they do it unaware of the difference between a C Corporation, S Corporation, Non-Profit, or LLC—and even most non-lawyer agencies that help people incorporate can’t give them the legal advice they need to make the right choice of entity type, which is massively important.

A good lawyer will advise options, advantages, and benefits that you (and likely your competitors) didn’t know were there while showing you where the pitfalls are. Many variables will affect this information, such as the location of your business, the type of business and industry you’re in, and the services and products you’re offering, and this information will affect your choice of business entity.

I invite you to call Spiegel & Utrera, P.A. at (800) 603-3900 for a free consultation to find out the right entity type for you.

Let me give you a quick 101: First off—as most people know, the point of incorporating is to protect yourself from personal liability, guard your assets against claims and creditors, and defend your wealth from avoidable taxes. All corporations and companies share those qualities, but the extend to which a corporate entity can do that for your business depends on its type and structure. For example, the types of Corporations include S Corps, C Corps, and Non-Profits; S Corp owners have their business and personal income taxed only once on their individual income tax return, while C Corps yield to the double-taxation of having to do both personal and business income tax returns separately, and Non-Profits have the prospect (under certain requirements) of being tax-exempt.

Each type of corporation gives you a different tax advantage, and they all provide limited liability protection, but one is not better than the other; that will depend on which one is better for your current and future business needs. Keep in mind that any entity type is better than being a sole-proprietorship, which has no liability protection. What about Limited Liability Companies instead of Corporations? They provide personal liability and asset protection as well, with members instead of shareholders—being taxed as an S Corp if it has only one member, or as a C Corp if it has multiple members. Depending on the many factors surrounding your business, an LLC can provide you with fewer ownership restrictions, better capacity for asset protection, and bigger potential for tax deductions, when compared to corporations. No matter what, you want an entity structure that will open the right doors for you now, without closing the right doors to you later.

Common Mistake #3: Lacking Organizational Tools and Methods

The third common mistake on this list that people make when incorporating is lacking the tools and methods to keep their corporate records organized and updated. Many entrepreneurs get their articles of incorporation and overlook the importance of organizing a corporate records book with bylaws, minutes, stock certificates, and other documents that get asked for in legal and business matters. A corporate records book or binder (also known as a corporate kit) serves the purpose of helping you stay organized, which may help you avoid or defend against fines and penalties with the state, default judgments and legal action against you, and losses, such as that of your business license and assets—which can all stem from having missing, outdated, and unorganized corporate documents. The purpose of a corporate records book is to organize all of the corporation’s official documents, along with records of important actions taken by the corporation—such as issuing shares, purchasing real estate, other businesses, and obtaining various licenses. Having missing or outdated records and documents due to the lack of organizational tools and methods can be catastrophic for your corporation, and all possible steps should be made to keep them safe. Remember, when you incorporate with Spiegel and Utrera, P.A., the corporate records book and seal are included!

Common Mistake #4: Choosing the Wrong Registered Agent

The 4th common mistake that entrepreneurs make when incorporating is failing to choose the right registered agent service for their business needs. All corporations are legally required to appoint a registered agent when incorporating and selecting the right one can help you avoid privacy breaches, defaulted lawsuits, and bad standing with the state. For those of you that might be wondering, a registered agent is known as a statutory agent or agent for service of process—a party, entity, or person appointed to receive important state and court correspondences such as annual state filings, tax notices, court notices, and other articles of official documentation. The registered agent will collect the official mail or notifications, then timely process and communicate them to the business owner. State Government requires you to have someone as a point of contact available during regular business hours at a physical location to receive service of process and other official documents—and unfortunately, P.O. boxes don’t fulfill this requirement. Choosing just anyone as a registered agent without internal processes in place to efficiently forward all correspondence can lead to trouble with the state and other entities that could have been easily avoided. I’ll tell you a trade secret that a lot of people don’t know: You can use a law firm, like Spiegel and Utrera, P.A., as a registered agent for almost the same price (or lower) as a non-lawyer registered agent service, and it’ll come with the attorney-client privilege. The attorney-client privilege means that if you receive a subpoena to produce information about your corporation because of matters such as alimony, child support, bankruptcy, debt or tax collection, foreclosure, government enforcement action, criminal matters, or anything else—the attorney is duty-bound not to disclose any information about you to anyone. A non-lawyer registered agent cannot offer this valuable confidentiality and privacy protection. An attorney registered agent acts as a buffer and shield between you and anyone who would seek to sue your business. Here’s a link to Spiegel & Utrera’s General Counsel Club’s & Registered Agent Service. It includes the attorney-client privilege, unlimited legal, business, credit and tax advice for a super-affordable annual fee.

Common Mistake #5: Not Customizing Your Articles of Incorporation with Protective Agreements

One of the biggest mistakes when starting a business is not including special provisions and additional corporate agreements that customize their articles of incorporation with proactive and defensive properties. Incorporating by yourself without a lawyer will produce generic articles of incorporation that may not protect you in the future. We strongly recommend that you don’t take chances and that you guard yourself against liability. First, we recommend an indemnification and covenant not to sue agreement which shields the corporation’s directors and officers from the personal liability of any actions they take on behalf of the corporation. If a director or officer ever gets sued for actions taken on behalf of the corporation, these provisions require that the corporation be held responsible, instead of its directors and officers. If your corporation has more than one shareholder, we recommend that you enter into a Shareholder’s restrictive agreement—which outlines their duties and responsibilities to the corporation and each other. Another great agreement to add is the Shareholder Divorce Protection Provisions, which in the event of a shareholder filing for divorce, a notice is sent to the other shareholders offering them a right of first refusal—which allows them to purchase the shareholder’s shares of stock and avoids having their ex-spouse as a shareholder of the corporation. Normally, the fee to prepare such comprehensive agreements would be $1,500 or more. However, if you request these agreements when you incorporate with us, they will only cost a small fraction of that amount. Give us a call for a free attorney consultation at (800) 603-3900 to get a quote and advice on your business formation and agreements.


Roger Davis

★★★★★

My attorney for 30 years. They really do more than just set up corporations. I needed somebody to help me out of a serious legal matter they were able to take on the case for less than 1/2 of what the other attorney was charging me. Become a member of their Club it's like a hundred forty bucks a year and you get all the free legal advice you want. What a cheap insurance policy. I am so glad that I have them on my side.

Company Records Book and Seal | Corporate Kit 101

Company Records Book and Seal | Corporate Kit 101 published on

Company Records Book and Seal
Order for only $29.95

company-records-book-and-seal
Company Records Book and Seal
Organizational Minutes and Resolutions
Company Ownership Register
Company Bylaws
Banking Resolution
Stock or Membership Certificates
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Company Records Book and Seal 101

Welcome entrepreneurs, today’s article is about the corporate or LLC kit, known as the “company records book and seal,” its contents, and the importance of a company records book and seal for your business, by Spiegel & Utrera, P.A.

What is a Company Records Book and Seal?

So, what is the company records book and seal? A company records book and seal is a compilation of a business’ most important records. Company records book and seal typically come as a binder and slipcase cover, making it easy for a business to stay organized by storing all essential company records in one place. Local and state and federal authorities, among attorneys and accountants, may want to see your company records book and seal in the event of any legal proceedings or business transactions. Company records book and seal is not expensive and can serve the purpose of helping you avoid fines, penalties, legal action against you and losses, such as that of your business license.

Contents of a Company Records Book and Seal

Articles of Incorporation

One of the main items of content for your company records book and seal will be the Articles of Incorporation or organization. It’s a legal document that grants from the state the existence and the jurisdiction of your company. It contains the following information:

  • A company’s name.
  • Your legal purpose (you can write “any lawful purpose” or a variation of that).
  • The type of business.
  • The registered agent office (which is where any lawsuit will be served).
  • The shares and shareholders or membership certificates and members info.
  • As well as the corporate bylaws or company regulations.

Company Seal and Book

Let’s talk about the company seal and book and what that is. The company seal is the signature of your company as a separate legal company. The seal is used to produce an imprint on official paperwork like legal documents and contracts, leases and agreements, employment and vendor contracts, loan documents, minutes and operating agreements, and other company records. The company seal may also be used to authorize and legitimize stock or membership certificate—and of course, having one makes your business stand out as more professional at the bank and to any possible investors. As for the company records book, it’s typically a binder that contains all the contents of the company records—such as the articles of incorporation and the minutes.

Company Minutes

Company minutes is the term used for the notes that a secretary records in the meetings held by the board of directors, shareholders, members, officers or committees. A secretary of assigned person will write a record of every decision, outcome, or resolution discussed in that meeting as minutes and collect them into the company records book and seal. The company minutes may be required for significant business matters such as IRS audits, raising capital, borrowing money, by an accountant to prepare taxes, or by an attorney in court proceedings—among much other business or legal matters.

Company Bylaws

Company bylaws are the rules for the company. Every business requires guidelines in which to operate, regardless of type; limited liability companies, s corporations, c corporations, non-profits, even partnerships. Companies would also file in the company records book and seal a partnership agreement, an operating agreement, shareholder agreements, leases, bill of sales, deeds, asset purchase agreements, purchase or sale agreements, proposal agreements, service agreements, indemnification agreements, employment agreements, or any complicated legal document.

Stock and Membership Certificates

A company records book and seal also include stock and membership certificates, which are legal documents declaring that you are the registered owner of a certain number of shares within the corporation or your percentage of ownership in an LLC. Corporate stock certificates and LLC membership certificates are usually created with complex art designs to keep them from being copied or counterfeit, and it includes:

  • Your name.
  • Business Name.
  • An Identification Number.
  • The number of shares or percentage of ownership.
  • The Company Seal.
  • Signatures from signatories of the corporation, such as the president or secretary.

The Importance of a Company Records Book and Seal

Business Licenses

Company records book and seal are very important for a variety of business and legal matters. For example, if you’re trying to get a business license. Many licensing authorities require company documents over time. Company records book and seal is a good, easy, and essential way to substantiate that information.

IRS Audits

Also, for IRS audits—the company records book and seal are the most complete business record-keeping tool one can have. Should an IRS audit occur, its contents will likely be required. There are situations where the IRS and state taxing authorities may want to review your company records book and seal.

Borrowing Money

If you’re trying to borrow money—banks and creditors perform strict due diligence to qualify a business before lending money, and they may want to review components of your company records book and seal to satisfy their requirements.

Investors

Also, if you’re trying to get investors—many investors might want to view documents within your company records book and seal before they invest in your company. If you cannot provide this, they might be less willing, and having a professional and organized company records book and seal with your documents and seal, stock certificates, membership certificates, minutes, and other material that’s going to give investors the transparency that they want to make them feel good about the deal.

Get Your Company Records Book and Seal with 30 Days of Free Legal Advice

So now that you know what a company records book and seal is and why it’s essential, get your customized company records book and seal today. Order a current year company records book and seal for only $29.95, plus $17.95 shipping and processing. It includes:

  • Company records book and seal
  • Organizational minutes and resolutions
  • Corporate ownership register
  • Corporate bylaws
  • Banking resolution
  • Stock Certificates
  • Slipcase cover

For a limited time, it includes a 30-day free trial to Spiegel and Utrera’s General Council Club—that’s unlimited business and legal advice from business formation and litigation lawyers. You can’t beat that deal—give our office a call to order by phone at (800) 603-3900, or order online now.

Interest Charge Domestic International Sales Corporation (IC-DISC 101)

Interest Charge Domestic International Sales Corporation (IC-DISC 101) published on

Interest Charge Domestic International Sales Corporation 101

What is an IC-DISC? It’s an Interest Charge-Domestic International Sales Corporation. If your business may involve U.S. manufacturing of goods for export, you may be entitled to tax savings with an IC-DISC. The new interest charge domestic international sales corporation must formally choose to be treated as an IC-DISC and must also file an annual U.S. income tax return even though it pays no U.S. income taxes.

Form an IC-DISC

interest-charge-domestic-international-sales-corporation

Each Corporation or Limited Liability Company is COMPLETE

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
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Yes, even INCLUDES Attorney’s Fee (No Hidden Attorney Fees).

INCORPORATE ONLINE

Interest Charge Domestic International Sales Corporation Rules and Requirements

To be eligible to make an IC-DISC election, the corporation must satisfy several IC-DISC rules and requirements:

  • There is a single class of stock with an aggregate minimum par value of $2,500;
  • 95% of gross receipts involve goods manufactured in the U.S. as described below;
  • 95% of the assets of the IC-DISC is inventory for export as described below;
  • The tax year conforms to that of the IC-DISC’s principal shareholder;
  • Separate books and records are maintained by the IC-DISC; and
  • One of the IC-DISC rules is that the IC-Disc is not a member of a controlled group involving a foreign sales corporation.

Interest Charge Domestic International Sales Corporation Commissions

Some considerations to notice in regard to IC-DISC commissions:

  • The exporter-parent corporation pays an annual, tax-deductible IC-DISC commission on its export sales to the IC-DISC (the commission deduction could yield a tax benefit as high as 35 percent).
  • The qualified gross receipts test is met if 95% or more of the gross receipts consist of IC-DISC commissions earned with respect to qualified export property, which is property (i) manufactured, produced, grown, or extracted in the United States by a person other than an interest charge domestic international sales corporation.
  • The allowable commission rate is either 50 percent of export net income or 4 percent of gross export income, whichever is greater.

IC-DISC Tax

The new corporation must formally elect to be treated as an IC-DISC and must also file an annual U.S. income tax return even though it pays no U.S income taxes. The commissions paid to the IC-DISC create 35 percent tax benefits for the U.S. exporting corporation while the individual shareholders of the IC-DISC would pay only 15 percent U.S. income tax on dividends received. That means the permanent IC-DISC tax savings for U.S. exporters and their shareholders can be as high as 20 percent!

  • The commission income is accumulated and untaxed in the IC-DISC. The deferral of income is allowable on annual export sales up to $10 million;
  • The IC-DISC shareholders are required to pay interest (to the IRS) on the accumulated but untaxed income; and
  • The IC-DISC shareholders pay U.S. income tax on dividends received from the IC-DISC when distributions are made (the IC-DISC tax on dividends for individuals is now 15 percent).

IC-DISC Dividends

Export-derived proceeds are paid to IC-DISC shareholders as a dividend taxed at a lower rate than the taxable income-reducing deduction realized by the exporter-parent (a potential tax savings of 20 percent!). Here’s an example of the process and the IC-DISC dividends paid to IC-DISC shareholders:

Gross receipts of U.S. goods exported 20,000,000
Cost of goods sold (16,000,000)
Gross Margin 4,000,000
Selling, general and administrative costs (3,000,000)
Export sales net income 1,000,000
IC-DISC commission:
50% of export net income 500,000
4% of export gross receipts (greater sum) 800,000
IC-DISC commission paid by exporter-parent corporation to IC-DISC 800,000
Commission paid by exporter-parent corporation is a deductible business expense reducing taxable income by a rate of 35%.     280,000
IC-DISC Dividend paid to IC-DISC shareholders 800,000
Federal tax rate of 15 % on IC-DISC dividend paid to IC-DISC shareholders (120,000)
IC-DISC net tax savings 160,000
For IC-DISC taxes, the IRS 1120 IC-DISC Tax Form and Instructions can be found in this link to the official IRS site.

Steps to start an LLC in Florida | LLC Formation Lawyer

Steps to start an LLC in Florida | LLC Formation Lawyer published on
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7 EASY STEPS to start an LLC in Florida

Starting an LLC in Florida gives business owners personal liability protection, great tax rates, and the business benefits that come from operating under a legal entity other than yourself as a sole proprietorship or independent contractor.

We’ve outlined the steps to start an LLC in Florida in the following 7 easy steps:

Step 1:

To start an LLC in Florida, you need to gather the following contact information for the formation of your company:

  • Name
  • Address
  • City
  • State
  • Zip Code
  • Phone Number
  • Email

Step 2:

Decide on a name, then a Suffix for the name of your Florida LLC from one of the following:

  • Limited Liability Company
  • L.L.C
  • LLC
  • Ltd. Liability Co.
Submit your details for immediate assistance in starting a Florida LLC:

Step 3:

State the purpose of your Florida LLC:

  • The purpose for an LLC may simply be written as follows: “The purpose of the Limited Liability Company is to engage in any lawful activity for which a Limited Liability Company may be organized in this state.”

Step 4:

Next, gather the following entity information:

  • Products
  • Services
  • Company Street Address
  • City
  • State
  • Zip-Code
  • County

Step 5:

Enter membership information for your Florida LLC:

  • Member Name
  • Total Percentage of Ownership of the LLC
  • Capital Contribution
  • Address Info
  • Phone
  • Social Security Number
  • Total Capital Contribution (sum of all members)

Step 6:

Name and SSN of the Operating Managers for your LLC (the operating managers can also be Members, and only one operating manager may be required):

  • Operating Manager
  • Vice-Operating Manager
  • Secretary
  • Treasurer

Step 7:

You may also need:

  • A Business License
    Your LLC may require business licenses, permits, and tax registration.
  • A Registered Agent
    The Registered Agent will collect the official mail or notifications, then process and communicate them accordingly to the business owner. Florida statutes require that you have and continue to maintain a registered office and registered agent.
  • A Company Seal and Book
    Its purpose is to contain all the corporation’s important documents, such as the certificate of organization, company minutes, LLC regulations, membership certificates, along with records of important actions taken by the corporation, such as issuing shares, purchasing real estate and other businesses, and obtaining various licenses.

Need help starting an LLC in Florida?

  • Forming an LLC with an experienced law firm rather than a non-lawyer agency or by yourself can help you avoid negative business, tax, and legal implications and penalties within your jurisdiction.
  • We’ll make sure you form an LLC with the best tax rates and corporate structure for your particular venture, using our 175 years of cumulative experience with over 260,000 clients.
  • Forming an LLC with us provides you with free legal advice and a complete corporate kit with a 110% lowest price guarantee. If you were to do it yourself or through a non-lawyer agency, you won’t receive the important legal advice you need and the complete corporate kit that LLC should have to ensure a safe and successful start.
  • Call our business lawyers for a free consultation at (800) 603-3900

Each Corporation or Limited Liability Company is COMPLETE

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
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C-Corporation | Corporate Law Firm Miami

C-Corporation | Corporate Law Firm Miami published on

What is a C-Corporation? | Defining a C-Corporation

A C-Corporation is the most common type of business structure and is known to be the standard corporation. Directors lead the C-Corporation as a sort of council that decides on important business decisions. It has officers that manage the different elements and departments of the C-Corporation and shareholders that own a percentage of the C-Corporation as shares of stock. A C-Corporation can have multiple stock types, an unlimited number of shareholders, the liberty to sell stock freely, and infinite potential for growth. Read on and learn about the C-Corporation so that you may make an educated decision on whether it’s right for your business.
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Each Corporation or Limited Liability Company is COMPLETE
INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

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C-Corporation Taxes, Tax Rates, and Tax Forms

A C-Corporation has a corporate income tax rate of 21%. C-Corporation owners must file both personal income and business taxes separately. You—as a shareholder, will be taxed on your earnings and your C-Corporation on its profits. This double taxation is a big determining factor to whether forming a C-Corporation is appropriate for your business. A Limited Liability Company (LLC) and an S Corporation have what is known as ‘flow-through’ or ‘pass-through‘ taxation. Those type of entities report income on a personal income tax return. Single-member LLCs file a Schedule C Form 1040 and S Corporations file on a Schedule K-1 Form 1120S. Both may be liable to employment taxes if they have employees. C-Corporations file on Form 1120, Forms 940 and 941 for employment taxes, and may even pay franchise taxes in some states.

C-Corporation Advantages | The Pros

Let’s go over some of the pros and cons of the C-Corporation, starting with the advantages. First, the protection of personal assets such as your bank account or home through having limited liability status. Secondly—access to funding through a variety of stock options with the potential to sell them to an unlimited number of shareholders. It’s also easier for C-Corporations to get funding from investors and lenders, being that it may be safer to lend or invest in a C-Corporation over a smaller entity like a Sole Proprietorship. C-Corporations are better at hiring and retaining high-level talent by offering them stock options. C-Corporations have the rights privileged by the Fifth and Fourteenth Amendments, among the freedom of speech granted by the First Amendment. It’s also very simple to form a C-Corporation.

C-Corporation Disadvantages | The Cons

As for some of the disadvantages of the C-Corporation, it depends on several factors concerning your business. In which case it may be more beneficial to start an S Corporation or LLC instead. The first and biggest shortcoming is the double taxation present for C-Corporations. Depending on your state, you may also have to pay the franchise tax. You and the other shareholders also can’t deduct any corporate losses on their taxes—wherein S Corporations you could. C-Corporations are also a bit more complicated to maintain. You may need to pay annual state fees and file annual reports, have a corporate seal and book, keep corporate minutes of shareholder meetings—among other records of corporate operations. C-Corporations in California have to pay ‘The California Franchise Tax’ of $800 a year. Most states have annual filing requirements for C-Corporations to maintain an active status. Failure to submit a filing can result in your entity getting dissolved or even the possible loss of your C-Corporation’s name.
Forming, Starting, and Establishing a C-Corporation
You can choose to use an online service to start a C-Corporation, and typically, you’ll get the articles of incorporation and an Employee Identification Number (EIN). They may not or cannot provide you with everything else you need: For starters, elements of a corporate kit that satisfy federal and state demands; such as the minute book, stock certificates, ownership registration, and by-laws. They also might not be attorneys and cannot provide you with the legal advice necessary to prevent negative legal implications. By giving you a complete corporate kit and rendering free legal advice we ensure that you don’t: risk money, time, getting sued, or the loss of your business licenses. We’ve helped over 265,000 clients incorporate or form a company. We give you our ‘110% lowest price guarantee’ so that you get a fair deal while being a defense for your business that shields you from losses and negative legal implications.
LLC vs C-Corporation
An LLC, like a C-Corporation, has limited liability protection for all its owners—known as members in an LLC. Single-member LLC’s, for tax purposes, are pass-through and disregarded as separate entities from their owner. The member reports business income on personal taxes. An LLC could choose to be taxed as a C-Corporation by filing Form 8832. Both the LLC and C-Corporations may be liable to pay employment taxes. An LLC doesn’t have shareholders or stocks; they exchange and transfer financial interest through a membership certificate. A member may only transfer financial interest—not management rights unless stated otherwise in the operating agreement. The LLC elects members in the Certificate of Organization during its formation. Beyond that, new members can be chosen by the unanimous vote of all members or based on the rules within the operating agreement. Nearly all of the LLC’s business rules—from the method of accepting new members to profit distribution—can be declared in the operating agreement. If you’re thinking of starting an LLC, a legal entity—our law firm can assist you with forming an LLC. At Spiegel & Utrera, P.A. we provide the client with a Complete Corporate Kit and legal advice for your formation.
CLICK HERE TO FORM LLC ONLINE NOW
S Corporation vs C-Corporation
In regards to taxes—an S Corporation is the most tax-advantageous class of corporation you can own! You have to meet some requirements to form an S Corporation, but you’ll get to enjoy distinct advantages. Like a C-Corporation, you can have shareholders and stocks, but you can’t have more than one class of stock and 100 shareholders. You also can’t establish an S Corporation if your business is a bank or insurance company. Like the C-Corporation and Limited Liability Company, you also receive the limited liability status. You get pass-through taxation, and only pay taxes for your business income on a personal return; avoiding a C-Corporation’s double taxation. Though if you have employees, you might have to pay employment taxes as well. We understand that incorporating online involves some research; when you’re ready, get someone on your side that can answer all your legal questions and give quality service at a great price!
STARTING A CORPORATION
WITH US COMPETITOR BY YOURSELF
Includes State Filing Fee! ✔ Articles of Incorporation Articles of Incorporation
Corporate Book and Seal ✔ By Laws
Articles of Incorporation ✔ Preliminary Name Clearance
Corporate Minutes ✘ Non-Lawyer; No Legal Advice
Corporate By-Laws ✘ No Complete Corporate kit
Ownership Register ✘ Charges State Filing Fee
Banking Resolution
Stock Certificate
Preliminary Name Search
Free Legal Advice
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Spiegel & Utrera, P.A.
  • Agreement Reviews
  • An Employee Manual
  • An Employee Warning Notice
  • Anonymity
  • Asset Purchase Agreements
  • Authorization for Release of Information for Employment Screening
  • Avoiding Probate with the use of an Ownership Trust for Corporate Stock
  • Bank letter
  • Business license
  • Capital stock, non-voting stock, preferred stock
  • Certificate of Good Standing
  • Choosing a Name for Your Corporation
  • Corporate Stock Purchase Agreements
  • D & B Number
  • Daily/Weekly Time Record
  • Employee Benefits & Policies
  • Employment Agreement
  • European Union Save Harbor Website Privacy Policy
  • Federal Copyright for Your Website
  • Federal Servicemark
  • Federal Tax ID Number
  • Federal Trademark
  • Fictitious, Assumed or Alternate Business Name
  • Franchise Agreements
  • Franchise Agreements Review
  • Indemnification Agreement
  • Independent Contractor Agreement
  • IRS Section 1244 Corporate Stock
  • Labor Law Notices
  • Lease Reviews
  • Lender’s Agreement and Promissory Note
  • Mail Forwarding
  • Minority Business Certification
  • Notice of Acknowledgement of Pay Rate and Payday
  • Ongoing Legal Assistance
  • Perfecting any Lien Created by the Security Agreement
  • Privacy Policy for Your Website
  • Qualified Sub Chapter S Subsidiary
  • Security Agreement
  • Service Agreements
  • Service Agreements
  • Service Disabled Veteran Small Business Certification
  • Sexual Harassment Prevention Policy
  • Shareholder Divorce Protection
  • Shareholder’s Restrictive Agreement
  • Start-Up Money for Your Business
  • State New Hire Reporting
  • State Sales Tax Number
  • State Servicemark
  • State Trademark
  • State Unemployment Tax Account Number
  • Stock Options
  • System for Award Management (SAM) Number
  • Taxpayer Identification Number for Foreigner
  • Terms and Conditions for Your Website
  • USDOT Number
  • Veteran Owned Small Business Certification
  • Women Owned Business Certification
  • Worker’s Compensation Exemption Registration for Construction
  • Worker’s Compensation Exemption Registration for Non-Construction
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Pros and Cons of Sole Proprietorship

Pros and Cons of Sole Proprietorship published on

WHAT IS A SOLE PROPRIETORSHIP?

A Sole Proprietorship is a type of business entity with a single owner, having the perk of being very simple to start. Just pick a name—yours or a fictitious name (also known as ‘doing business as’), get the licenses you need, and you’re ready to go. Sole Proprietorships also get the advantage of being a ‘pass-through entity,’ which eludes the double taxation you’d get from owning a regular C-corporation. It’s easy, simple, and avoids unnecessary taxes; so why is it that we haven’t recommended it to our past 265,000 clients? Read on!
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Pros and Cons of a Sole Proprietorship

Sole proprietorships are popular among independent contractors, consultants, and other small business owners. A sole proprietorship is not a separate entity from its owner and doesn’t yield to a lot of government regulations. Let’s cover the advantages and disadvantages of starting a sole proprietorship:

Advantages of a Sole Proprietorship:

  • Full control of Business; sole owner.

    You alone call all the shots; make all decisions; have the final say, in all aspects of your business.

  • Sole proprietor receives all profits.

    As a sole proprietor, all the profits in your business flow directly and solely to you.

  • Access to business loans

    Though unincorporated, a Sole Proprietorship is a business entity and has access to business loans. However, you will be personally liable for all debts to creditors.

  • Simple and easy to start

    No state filings, no state annual reports, few formalities, less fees; Register a name, get your license, and go!

  • Easy record-keeping requirements

    Record keeping is relatively straight-forward when you’re the sole owner and funnel for all income and expenses.

  • Being a Pass-through Entity; Better Tax Rates

    Owners of a sole proprietorship don’t have to file both business and personal taxes (read more on taxes below)

Disadvantages of a Sole Proprietorship:

  • Unlimited Liability; You May Lose Your Personal Assets

    Unlike a Corporation or a Limited Liability Company (LLC), Sole Proprietorship owners are personally responsible for all debts and claims against their business. If anyone wanted to take legal action against an LLC, they could only sue the business entity, not the owners. A Sole Proprietor lacks liability protection and risks losing their personal assets.

  • Taxes (Read more on Sole Proprietorship Taxes below)

    There’s no contrast between personal and business income from a tax perspective. The tax rates for income from a Sole Proprietorship depend on individual tax bracket.

  • Hard to Raise Money

    Business Lenders typically prefer to work with ‘limited companies’, partly due to a Sole Proprietorships lack of shareholders, partners, and members. You also can’t raise capital by selling an interest or share in the business. If you need to raise money for your business, check out our services.

SOLE PROPRIETORSHIP TAXES

A sole proprietor reports the earnings of his or her business to the IRS as personal income. You must file Schedule C (Form 1040)—along Schedule SE to determine how much self-employment tax you owe. The IRS requires you to pay unemployment tax for your employees, but not yourself; which unfortunately means that you won’t get unemployment if the business flops.

    Sole Proprietorship Tax Rates and Tax Bracket

    The tax rates for the income of a Sole Proprietorship will depend on the owner’s tax bracket. For example, if your Sole Proprietorship profited $550,000 after expenses—even if you only paid yourself $100,000—you will still be in the 37% tax bracket, not the 22% (according to 2019 rates). Making you pay more in unnecessary taxes!

LLC VS SOLE PROPRIETORSHIP

The difference between a sole proprietorship and a LLC:

A Limited Liability Company (LLC)—unlike a Sole Proprietorship—provides its owners with liability protection. The company is an entity separate from its owners and responds to any debt, claims or legal action with company assets; protecting personal assets. An LLC even has the ‘pass-through’ or ‘flow-through’ tax treatment of a Sole Proprietorship; avoiding the double taxation of a C-corporation.

It’s also easier to raise capital as an LLC since lenders prefer working with them over Sole Proprietorships. If you work from home or use personal assets for your business, you could have the LLC lease the home office or other assets from you; enabling you to write off the use of personal assets as business expenses.

Quick tip! We can help you create a custom lease agreement for your assets; call us at 1-800-603-3900. You can also click below to Form an LLC online and select the Lease Agreement of choice as an added service!
CLICK HERE TO FORM AN LLC ONLINE

S-CORPORATION VS SOLE PROPRIETORSHIP

Unlike a Sole Proprietorship, an S-Corporation has limited liability; which protects the owner. Like a Sole Proprietorship, an S-Corporation has pass-through tax treatment; avoiding double taxation. However, since a Sole Proprietorship is not a separate entity from its owner, both your personal and business incomes are counted as one towards determining your tax bracket. Unfortunately, this may typically result in a Sole Proprietorship having higher tax rates than an S-Corporation. Costing you money you didn’t have to pay!
CLICK HERE TO INCORPORATE ONLINE
SHOULD YOU START A SOLE PROPRIETORSHIP?
We highly advise that you don’t start a Sole Proprietorship! After helping more than 265,000 clients start, expand, buy and sell businesses—we’ve yet to come across a case where a Sole Proprietorship would be advantageous over the many other business options out there. Spiegel & Utrera, P.A. is a fully licensed law firm that delivers professional legal services at extremely affordable prices.

We recommend that you open up an S-Corporation or an LLC instead. Starting a business with us gets you a complete corporate or company kit along with free legal advice; a package with a price that you won’t find anywhere!

Each Corporation or Limited Liability Company is COMPLETE;

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
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Pass Through Entity | What is a Pass Through Entity?

Pass Through Entity | What is a Pass Through Entity? published on

PASS THROUGH ENTITY

A pass through entity—also known as a flow-through entity—is a type of business structure that avoids double taxation by having its income and losses taxed only at the member level. The government regards income from a pass through entity as that of the owners, shareholders, partners or members—therefore the business itself isn’t taxed. The amount of tax a member has to pay depends primarily on their income levels.

Types of Pass through Entities Include:

Each Corporation or Limited Liability Company is COMPLETE

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

pass-through-entity

Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.
We Can Help!
Spiegel & Utrera, P.A. can assist you with determining which type of pass through entity is right for you and your business, give us a call at 1-800-603-3900 or place an order online.

Pass Through Entity Business

The types of business entities that are not pass through entities are C corporations, along with LLC’s and S corporations that choose taxation as a corporate entity—which they might arrange if they have a large number of investors or if there’s a lot of risk for them in the business venture.

Pass Through Entity Income

Pass through entity income includes:
  1. Pass Through Entity income from a Partnership
  2. Pass Through income from an S Corporation
  3. Pass Through income from Rental Properties
  4. Pass Through income from a Sole Proprietorship
  5. Pass Through income from a Limited Liability Company
Pass through Tax
Unlike the pass through tax structure of an S Corporation, the double taxation that a regular corporation is subject to could result in a combined tax rate of 70% or higher! A Sub-Chapter S Corporation has a pass through tax arrangement that is exempt from federal and state corporate Income Tax so that the earnings of the Corporation flow directly to the owners. This pass through tax formation offers an attractive form of doing business because it combines the business and legal characteristics of a corporation with many of the pass through tax characteristics of a partnership.
S Corporation Taxes
If you are a Citizen or Permanent Resident of the United States, it is the most tax-favorable type of Corporation you can have! It can enjoy distinct tax advantages, but it does come with conditions:
  1. It can’t be a domestic, international sales organization, possessions corporation, insurance company or bank.
  2. It can’t have more than 100 shareholders.
  3. Must not have shareholders other than individuals, estates, certain trusts, or certain tax-exempt organizations.
  4. Must not have non-resident alien shareholders.
  5. Must not have more than one class of stock.
LLC Pass Through Taxes

A Limited Liability Company (LLC) taxed as a partnership—or sole proprietorship—may have advantages over an S Corporation. 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.

How the taxes work is simple; For example, each of 10 individuals contributes $100,000 to acquire an office building, then the entity borrows from a bank an extra $5,000,000 as the balance of the building’s $6,000,000 purchase price. If taxed as an S Corporation, each shareholder has a loss-deductions confined 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.

Partnership Taxes

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.

A general partnership does not have limited liability, meaning that creditors can reach business and personal assets from the partners. For this reason, we advise that clients form a limited liability partnership (if you are involved in the professions of public accountancy, the practice of law, architecture or related to such practice), a limited liability company or a corporation.

Sole Proprietorship Taxes

A sole proprietorship has the same flow-through tax benefit of being a pass through entity—like an S corporation or LLC—but a sole proprietorship does not possess the liability protection of the latter two. Having limited liability protects your car, boat, house, and other personal assets from being used to pay debts; it separates you and your business as different legal entities. A sole proprietorship means that you have unlimited liability and full personal responsibility for all debts and legal actions facing your business.

THIS IS NOT RECOMMENDED! Call 1-800-603-3900 for sound legal advice.
At Spiegel & Utrera, P.A. We provide you with information, guidance and counsel based on our 175 years of legal experience. There are no hidden attorneys’ fees. No Credit Card is required to place your order. Using a reputable law firm to incorporate or organize your Corporation, LLC, Non-profit, or Partnership will ensure that all your bases are covered—preferably with one that provides you with legal advice and assistance beyond incorporation. Give us a call at 1-800-603-3900 or place an order online.
Other Ways We Can Help
  • Agreement Reviews
  • An Employee Manual
  • An Employee Warning Notice
  • Anonymity
  • Asset Purchase Agreements
  • Authorization for Release of Information for Employment Screening
  • Avoiding Probate with the use of an Ownership Trust for Corporate Stock
  • Bank letter
  • Business license
  • Capital stock, non-voting stock, preferred stock
  • Certificate of Good Standing
  • Choosing a Name for Your Corporation
  • Corporate Stock Purchase Agreements
  • D & B Number
  • Daily/Weekly Time Record
  • Employee Benefits & Policies
  • Employment Agreement
  • European Union Save Harbor Website Privacy Policy
  • Federal Copyright for Your Website
  • Federal Servicemark
  • Federal Tax ID Number
  • Federal Trademark
  • Fictitious, Assumed or Alternate Business Name
  • Franchise Agreements
  • Franchise Agreements Review
  • Indemnification Agreement
  • Independent Contractor Agreement
  • IRS Section 1244 Corporate Stock
  • Labor Law Notices
  • Lease Reviews
  • Lender’s Agreement and Promissory Note
  • Mail Forwarding
  • Minority Business Certification
  • Notice of Acknowledgement of Pay Rate and Payday
  • Ongoing Legal Assistance
  • Perfecting any Lien Created by the Security Agreement
  • Privacy Policy for Your Website
  • Qualified Sub Chapter S Subsidiary
  • Security Agreement
  • Service Agreements
  • Service Agreements
  • Service Disabled Veteran Small Business Certification
  • Sexual Harassment Prevention Policy
  • Shareholder Divorce Protection
  • Shareholder’s Restrictive Agreement
  • Start-Up Money for Your Business
  • State New Hire Reporting
  • State Sales Tax Number
  • State Servicemark
  • State Trademark
  • State Unemployment Tax Account Number
  • Stock Options
  • System for Award Management (SAM) Number
  • Taxpayer Identification Number for Foreigner
  • Terms and Conditions for Your Website
  • USDOT Number
  • Veteran Owned Small Business Certification
  • Women Owned Business Certification
  • Worker’s Compensation Exemption Registration for Construction
  • Worker’s Compensation Exemption Registration for Non-Construction

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Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

Gonzalo Estrada

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Great service, great price. Very professional law firm. Staff Is extremely helpful and knowledgeable. Thank you Spiegel & Utrera for helping me start my company.

Starting a Business in 2019? What You NEED to Know!

Starting a Business in 2019? What You NEED to Know! published on
What is a Corporation?
What is a LLC?
What is a Partnership?
What is a Non-Profit?
Benefits of Incorporation

Starting a Business in 2019

What You Need to Know
When starting a business in 2019, there are many relevant issues you need to take into consideration but which you may not be aware of: different tax advantages available to you, indemnification and covenant not to sue, federal, state and local filing requirements, name protection, choices of entity structure set up, available agreements and the importance of maintaining corporate and LLC company formalities and complete records, lease reviews, and contracts. There are many different types of business entities; the main categories include corporations, limited liability companies, partnerships, and non-profits. I’ll go into detail about what you need to know of each one so that you can make an educated decision when starting a business in 2019.
INCORPORATE ONLINE

It’s quick and easy!

Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

What is a Corporation?

A corporation is a legal entity that is granted certain powers by the state. It is owned by shareholders that partake in the profits and losses of the corporation. It is guided by directors that act as a kind of legislature and decide important business decisions on a periodic basis. These decisions are carried out by the president of the corporation and officers such as the secretary and treasurer.

What is a Partnership?

A partnership is an unincorporated organization of two or more individuals or entities. It consists of partners that invest in and manage the operations of the business while sharing the profits and losses. It is essential that the partners are comfortable with each other’s business decisions—considering that if one partner enters into an agreement, it binds the other partner as well. A general partnership does not have limited liability, which means creditors can reach the business and personal assets of the partners. For this critical reason, we recommend that clients form a limited liability partnership, a limited liability company or a corporation. A general partnership is also not subject to direct taxation—instead, the partnership must file a return and the partners assume liability for their share of the partnership’s gain or loss on a form and in their individual returns. Avoiding the entity level tax ensures that income flowing into a general partnership is taxed only once.

What is a Non-Profit Corporation?

A non-profit corporation is a business entity incorporated at the state level where there are no equity owners that hold shares of stock. Also, none of the corporate income is distributable to members, directors, or officers. Instead, such non-profit corporations typically are controlled by members that elect a board of directors.

What is a Limited Liability Company?
The main advantage of the Limited Liability Company (“LLC”) is that it isn’t burdened with the ownership restrictions imposed on a small business corporation (also known as a Sub Chapter S Corporation). An LLC may have more than 100 Members or as few as one. Its 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. It may own more than 80% of the stock of a corporation and therefore, be a member of an affiliated group.

The LLC is a hybrid entity that is very flexible and may be taxed as a partnership, corporation or as a sole proprietorship 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 and its income and losses are taxed only at the member level. However, all members of an LLC have limited liability for the debts and claims against the LLC; no member will be burdened with personal liability.

Benefits of Incorporation
No Personal Liability
When starting a business in 2019, you are forming a legal entity that is separate from yourself as an individual. The Corporation is granted powers that allow it to make decisions that an individual may make. For example, the corporation may enter into leases, borrow money, buy goods and services on credit—and in all cases, you are not personally liable for the transaction. If a problem arises, the only recourse would be against the Corporation. Similarly, if anyone were to file a lawsuit for an action arising from the corporation’s business, that party would not be able to go after your personal assets.
Business Tax Deductions
Entrepreneurs will want to attribute as much of their expenses as possible to reasonable and necessary business expenses. Why pay more taxes than necessary? Many taxpayers overlook legitimate deductions for business expenses. To the extent possible, entrepreneurs will want to ensure to deduct the following business expenses:
  • Vehicle expenses
  • Travel expenses
  • Start-up and organizational costs
  • Certain types of entertainment expenses
  • Payments to charitable organizations
  • Advertising costs
  • Rent for the use of a property
  • The cost of materials and supplies
  • Interest and other borrowing charges
  • State local and sales taxes
  • Salaries and other compensation for personal services
  • The cost of insurance may be deducted as a business expense
  • Repairs, maintenance, replacement and improvement expenses
  • Attorneys’ fees, court costs, and other legal and accounting expenses
  • Setting up a reserve account can create a legitimate tax deduction.

You are in luck!  When you use us as your Registered Agent, it also includes our General Counsel Club Membership! It gives you access to unlimited legal, business, credit and tax advice. Ready to Start Your Business and hit the ground running?

Minimize IRS Audits
Sole proprietors must file an IRS Form 1040, Schedule C (Profit or Loss from a Business). Unfortunately, the IRS audits sole proprietors that file the form at a higher audit rate than returns for an incorporated micro business. Also, sole proprietors with home office deductions face even more risk of audit by filing the IRS Form 8829 (Expenses for Business Use of Your Home) for home office deductions. S or C corporations avoid such scrutiny.
Privacy
The Corporation or LLC can be established in such a way so that shareholder/owners remain anonymous, many times the same anonymity can be accomplished for officers and directors.
Use of a Marketing Framework
The use of a Marketing Framework allows you to present your business to the public as a Corporation or LLC, giving your business the appearance of being much bigger than it is—which makes it easier to attract investors.
Raising Capital
Because of the ease of transfer of ownership and the “separate entity” concept of the Corporation or LLC, it is much easier to attract investors than otherwise.
Easy Transfer of Ownership
You can place real estate into the Corporation or LLC and transfer through a private agreement (i.e. stock transfer) rather than a formal real estate transfer, and closing. You can also re-title an asset to a Corporation or LLC yet continue to maintain control.
Why Choose Us To Incorporate in 2019?
At Spiegel & Utrera, P.A.
We provide you with information, guidance and counsel based on our 175 years of legal experience. There are no hidden attorneys’ fees. No Credit Card is required to place your order.Using a reputable law firm to incorporate or organize your Corporation, LLC, Non-profit, or Partnership will ensure that all your bases are covered—preferably with one that provides you with legal advice and assistance beyond incorporation.
Each Corporation or Limited Liability Company is COMPLETE

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

pass-through-entity

Other Ways We Can Help
  • Agreement Reviews
  • An Employee Manual
  • An Employee Warning Notice
  • Anonymity
  • Asset Purchase Agreements
  • Authorization for Release of Information for Employment Screening
  • Avoiding Probate with the use of an Ownership Trust for Corporate Stock
  • Bank letter
  • Business license
  • Capital stock, non-voting stock, preferred stock
  • Certificate of Good Standing
  • Choosing a Name for Your Corporation
  • Corporate Stock Purchase Agreements
  • D & B Number
  • Daily/Weekly Time Record
  • Employee Benefits & Policies
  • Employment Agreement
  • European Union Save Harbor Website Privacy Policy
  • Federal Copyright for Your Website
  • Federal Servicemark
  • Federal Tax ID Number
  • Federal Trademark
  • Fictitious, Assumed or Alternate Business Name
  • Franchise Agreements
  • Franchise Agreements Review
  • Indemnification Agreement
  • Independent Contractor Agreement
  • IRS Section 1244 Corporate Stock
  • Labor Law Notices
  • Lease Reviews
  • Lender’s Agreement and Promissory Note
  • Mail Forwarding
  • Minority Business Certification
  • Notice of Acknowledgement of Pay Rate and Payday
  • Ongoing Legal Assistance
  • Perfecting any Lien Created by the Security Agreement
  • Privacy Policy for Your Website
  • Qualified Sub Chapter S Subsidiary
  • Security Agreement
  • Service Agreements
  • Service Agreements
  • Service Disabled Veteran Small Business Certification
  • Sexual Harassment Prevention Policy
  • Shareholder Divorce Protection
  • Shareholder’s Restrictive Agreement
  • Start-Up Money for Your Business
  • State New Hire Reporting
  • State Sales Tax Number
  • State Servicemark
  • State Trademark
  • State Unemployment Tax Account Number
  • Stock Options
  • System for Award Management (SAM) Number
  • Taxpayer Identification Number for Foreigner
  • Terms and Conditions for Your Website
  • USDOT Number
  • Veteran Owned Small Business Certification
  • Women Owned Business Certification
  • Worker’s Compensation Exemption Registration for Construction
  • Worker’s Compensation Exemption Registration for Non-Construction

Spiegel & Utrera, P.A. Radio Show on our YouTube Channel!


Incorporate | LLC’s | Corporations

Develop Your Business Model

Create Legitimate Business Expenses

Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

Betina Senat

★★★★★

They assisted us with our LLC and are non profit. Very patient and very knowledgeable. Always available when you need them for assistance and advice.